<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1995

                                                    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. 1985 STOCK OPTION PLAN
                            (Full title of the plan)

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


          CHRISTOPHER S. RECORD, ESQ.                   Copy to:
     Vice President, Business Development        PAUL M. JOHNSTON, ESQ.
            and Strategic Planning                 Thompson & Knight,
         Carrington Laboratories, Inc.         A Professional Corporation
             2001 Walnut Hill Lane           1700 Pacific Avenue, Suite 3300
             Irving, Texas  75038                 Dallas, Texas  75201
    (Name and address of agent for service)           (214) 969-1358
 
                (214) 518-1300
         (Telephone number, including
       area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
                                    PROPOSED           PROPOSED
   TITLE OF         AMOUNT          MAXIMUM            MAXIMUM                         
 SECURITIES TO      TO BE         OFFERING PRICE       AGGREGATE         AMOUNT OF     
 BE REGISTERED    REGISTERED      PER SHARE (1)   OFFERING PRICE (1)   REGISTRATION FEE
- ----------------------------------------------------------------------------------------
<S>               <C>              <C>            <C>                  <C>
Common Stock,       250,000
$.01 par value    shares (2)(3)     $19.125          $4,781,250           $956.25
per share
========================================================================================
</TABLE>
(1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices of the Common Stock on the NASDAQ Stock Market on November 14, 1995, as
reported in the November 15, 1995 edition of The Wall Street Journal.

(2)  Pursuant to Rule 416, 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 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 1985 Stock Option Plan, as
amended.

================================================================================
             
<PAGE>
 
                                    PART II


Documents Incorporated by Reference
- -----------------------------------

     The contents of the Registration Statements (the "Prior Registration
Statements") of Carrington Laboratories, Inc. (the "Registrant") on Form S-8,
Registration Nos. 33-22849, 33-36041, 33-42002 and 33-50430, filed with the
Securities and Exchange Commission on June 30, 1988, July 30, 1990, August 1,
1991 and August 4, 1992, respectively, 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.

Amendment to Plan
- -----------------

     On February 10, 1994, the Board of Directors of the Registrant adopted
an amendment to the Registrant's 1985 Stock Option Plan (the "Plan") that
increased from 1,150,000 to 1,400,000 the aggregate number of shares of the
Registrant's Common Stock, par value $0.01 per share, reserved for issuance
under the Plan.  The amendment was approved by the shareholders of the
Registrant on April 28, 1994.

Exhibits
- --------

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

          4.1  Carrington Laboratories, Inc. 1985 Stock Option
               Plan, as amended.

          4.2  Form of Nonqualified Stock Option Agreement for 
               employees, as amended.

          4.3  Form of Nonqualified Stock Option Agreement for 
               nonemployee directors, as amended.

          5.1  Opinion of Thompson & Knight, P.C., regarding
               250,000 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, P.C., 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
November 17, 1995.

                                 CARRINGTON LABORATORIES, INC.


                                 By:  /s/ Carlton E. Turner
                                    -------------------------------------------
                                    Carlton E. Turner, 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 Christopher S. Record, 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         November 17, 1995
- -------------------------  Officer and Director               
Carlton E. Turner, Ph.D.   (principal executive officer)      
                                                              
                                                              
/s/ Sheri Pantermuehl      Chief Financial Officer            ovember 17, 1995
- -------------------------  (principal financial and           
Sheri Pantermuehl          accounting officer)                
                                                              
/s/ R. Dale Bowerman       Director                           November 17, 1995
- -------------------------                                     
R. Dale Bowerman                                              
                                                              
/s/ George DeMott          Director                           November 17, 1995
- -------------------------                                     
George DeMott                                                 
                                                              
/s/ Robert A. Fildes       Director                           November 17, 1995
- -------------------------                                     
Robert A. Fildes, Ph.D.                                       
                                                              
/s/ Thomas J. Marquez      Director                           November 17, 1995
- -------------------------                                     
Thomas J. Marquez                                             
                                                              
/s/ James T. O'Brien       Director                           November 17, 1995
- -------------------------                                     
James T. O'Brien                                              
                                                              
/s/ Selvi Vescovi          Director                           November 17, 1995
- -------------------------
Selvi Vescovi

                                     - 2 -
<PAGE>
 
                               INDEX TO EXHIBITS
 
 
                                                                    Sequentially
                                                                      Numbered
Exhibit Number                      Exhibit                             Page
- ---------------                     -------                         ------------
 
      4.1       Carrington Laboratories, Inc. 1985 Stock Option Plan, 
                as amended.
                
      4.2       Form of Nonqualified Stock Option Agreement for
                employees, as amended.
                
      4.3       Form of Nonqualified Stock Option Agreement for
                nonemployee directors, as amended.
                
      5.1       Opinion of Thompson & Knight, P.C., regarding
                250,000 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, P.C., 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", "description": "FORM S-8", "secsgml_size_bytes": 11763}]
{"company-data": {"conformed-name": "CARRINGTON LABORATORIES INC /TX/", "cik": "0000718007", "assigned-sic": "2834", "irs-number": "751435663", "state-of-incorporation": "TX", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64407", "film-number": "95594703"}, "business-address": {"street1": "2001 WALNUT HILL LN", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "2145181300"}, "mail-address": {"street1": "2001 WALNUT HILL LANE", "city": "IRVING", "state": "TX", "zip": "75038"}, "former-company": {"former-conformed-name": "AVACARE INC", "date-changed": "19860521"}}
As filed with the Securities and Exchange Commission on November 17, 1995

                                                    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. 1985 STOCK OPTION PLAN
                            (Full title of the plan)

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

          CHRISTOPHER S. RECORD, ESQ.                   Copy to:
     Vice President, Business Development        PAUL M. JOHNSTON, ESQ.
            and Strategic Planning                 Thompson & Knight,
         Carrington Laboratories, Inc.         A Professional Corporation
             2001 Walnut Hill Lane           1700 Pacific Avenue, Suite 3300
             Irving, Texas  75038                 Dallas, Texas  75201
    (Name and address of agent for service)           (214) 969-1358
 
                (214) 518-1300
         (Telephone number, including
       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
========================================================================================
                                    PROPOSED           PROPOSED
   TITLE OF         AMOUNT          MAXIMUM            MAXIMUM                         
 SECURITIES TO      TO BE         OFFERING PRICE       AGGREGATE         AMOUNT OF     
 BE REGISTERED    REGISTERED      PER SHARE (1)   OFFERING PRICE (1)   REGISTRATION FEE
- ----------------------------------------------------------------------------------------
Common Stock,       250,000
$.01 par value    shares (2)(3)     $19.125          $4,781,250           $956.25
per share
========================================================================================
(1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices of the Common Stock on the NASDAQ Stock Market on November 14, 1995, as
reported in the November 15, 1995 edition of The Wall Street Journal.

(2)  Pursuant to Rule 416, 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 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 1985 Stock Option Plan, as
amended.

================================================================================
PART II

Documents Incorporated by Reference
- -----------------------------------

     The contents of the Registration Statements (the "Prior Registration
Statements") of Carrington Laboratories, Inc. (the "Registrant") on Form S-8,
Registration Nos. 33-22849, 33-36041, 33-42002 and 33-50430, filed with the
Securities and Exchange Commission on June 30, 1988, July 30, 1990, August 1,
1991 and August 4, 1992, respectively, 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.

Amendment to Plan
- -----------------

     On February 10, 1994, the Board of Directors of the Registrant adopted
an amendment to the Registrant's 1985 Stock Option Plan (the "Plan") that
increased from 1,150,000 to 1,400,000 the aggregate number of shares of the
Registrant's Common Stock, par value $0.01 per share, reserved for issuance
under the Plan.  The amendment was approved by the shareholders of the
Registrant on April 28, 1994.

Exhibits
- --------

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

          4.1  Carrington Laboratories, Inc. 1985 Stock Option
               Plan, as amended.

          4.2  Form of Nonqualified Stock Option Agreement for 
               employees, as amended.

          4.3  Form of Nonqualified Stock Option Agreement for 
               nonemployee directors, as amended.

          5.1  Opinion of Thompson & Knight, P.C., regarding
               250,000 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, P.C., 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
November 17, 1995.

                                 CARRINGTON LABORATORIES, INC.

                                 By:  /s/ Carlton E. Turner
                                    -------------------------------------------
                                    Carlton E. Turner, 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 Christopher S. Record, 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         November 17, 1995
- -------------------------  Officer and Director               
Carlton E. Turner, Ph.D.   (principal executive officer)      
                                                              
                                                              
/s/ Sheri Pantermuehl      Chief Financial Officer            ovember 17, 1995
- -------------------------  (principal financial and           
Sheri Pantermuehl          accounting officer)                
                                                              
/s/ R. Dale Bowerman       Director                           November 17, 1995
- -------------------------                                     
R. Dale Bowerman                                              
                                                              
/s/ George DeMott          Director                           November 17, 1995
- -------------------------                                     
George DeMott                                                 
                                                              
/s/ Robert A. Fildes       Director                           November 17, 1995
- -------------------------                                     
Robert A. Fildes, Ph.D.                                       
                                                              
/s/ Thomas J. Marquez      Director                           November 17, 1995
- -------------------------                                     
Thomas J. Marquez                                             
                                                              
/s/ James T. O'Brien       Director                           November 17, 1995
- -------------------------                                     
James T. O'Brien                                              
                                                              
/s/ Selvi Vescovi          Director                           November 17, 1995
- -------------------------
Selvi Vescovi

                                     - 2 -
INDEX TO EXHIBITS
 
 
                                                                    Sequentially
                                                                      Numbered
Exhibit Number                      Exhibit                             Page
- ---------------                     -------                         ------------
 
      4.1       Carrington Laboratories, Inc. 1985 Stock Option Plan, 
                as amended.
                
      4.2       Form of Nonqualified Stock Option Agreement for
                employees, as amended.
                
      4.3       Form of Nonqualified Stock Option Agreement for
                nonemployee directors, as amended.
                
      5.1       Opinion of Thompson & Knight, P.C., regarding
                250,000 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, P.C., filed herewith as Exhibit
                5.1).
                
     24.1       Power of Attorney (included on the signature page of
                this Registration Statement)