<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. 1995 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>
==========================================================================================  
   TITLE OF        AMOUNT      PROPOSED MAXIMUM         PROPOSED          
 SECURITIES TO     TO BE        OFFERING PRICE      MAXIMUM AGGREGATE        AMOUNT OF
 BE REGISTERED   REGISTERED      PER SHARE (1)      OFFERING PRICE (1)    REGISTRATION FEE
- ------------------------------------------------------------------------------------------  
<S>              <C>                <C>              <C>                  <C>
Common Stock,    1,500,000
$.01 par value   shares (2)(3)      $19.125            $28,687,500           $5,737.50
  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 1995 Stock Option Plan.
================================================================================
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Item 1.   Plan Information.*
               ----------------  

     Item 2.   Registrant Information and Employee Plan Annual Information.*
               -----------------------------------------------------------  

          *    Information required by Part I to be contained in the Section
               10(a) prospectus is omitted from this Registration Statement in
               accordance with Rule 428 under the Securities Act of 1933 and the
               Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.
               --------------------------------------- 

          The following documents filed by the Registrant with the Securities
     and Exchange Commission are incorporated by reference in this Registration
     Statement:

          (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended November 30, 1994, containing the consolidated financial
               statements of the Registrant and its subsidiaries and certain
               supplementary data for the fiscal year ended November 30, 1994,
               together with the report thereon of Arthur Andersen LLP,
               independent public accountants.

          (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1995,  June 30, 1995 and September 30, 1995.

          (3)  The Registrant's Current Report on Form 8-K dated February 21,
               1995 (Date of Event:  February 9, 1995).

          (4)  All other reports filed by the Registrant pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934 since
               November 30, 1994.

          (5)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A, including any
               amendment or report filed for the purpose of updating such
               description.

          (6)  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.

               In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
     Act of 1934, prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of filing of such documents.
<PAGE>
 
     Item 4.   Description of Securities.
               ------------------------- 

          Not Applicable.

     Item 5.   Interest of Named Experts and Counsel.
               ------------------------------------- 

          Not Applicable.

     Item 6.   Indemnification of Directors and Officers.
               ----------------------------------------- 

          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.
               -------- 

          The following documents are filed as exhibits to this Registration
     Statement:

               4.1   Carrington Laboratories, Inc. 1995 Stock Option Plan.

               4.2   Form of Nonqualified Stock Option Agreement for employees.

               4.3   Form of Nonqualified Stock Option Agreement for nonemployee
                     directors.

               5.1   Opinion of Thompson & Knight, P.C., regarding 1,500,000
                     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, P.C., filed herewith as Exhibit 5.1).

                                      -2-
<PAGE>
 
               24.1  Power of Attorney (included on the signature page of this
                     Registration Statement).


     Item 9.   Undertakings.
               ------------ 

          (a)  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,
                          represents a fundamental change in the information set
                          forth in this 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 Registrant hereby further 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.

          (h)  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

                                      -3-
<PAGE>
 
               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.

                                      -4-
<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.
<TABLE>
<CAPTION>
 
Signature                          Capacity in Which Signed                Date
- --------------------------  ---------------------------------------  -----------------
<S>                         <C>                                      <C>
/s/ Carlton E. Turner       President, Chief Executive Officer and   November 17, 1995
- --------------------------  Director (principal executive officer)
Carlton E. Turner, Ph.D.
 
/s/ Sheri Pantermuehl       Chief Financial Officer (principal       November 17, 1995
- --------------------------  financial and accounting officer)
Sheri Pantermuehl
 
/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
</TABLE>

                                      -5-
<PAGE>
 
                               INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit Number                        Exhibit                      Numbered Page
- --------------   ----------------------------------------------    -------------
[S]              [C]                                                [C]
              
      4.1        Carrington Laboratories, Inc. 1995 Stock Option
                 Plan.
              
      4.2        Form of Nonqualified Stock Option Agreement for
                 employees.
              
      4.3        Form of Nonqualified Stock Option Agreement for
                 nonemployee directors.
              
      5.1        Opinion of Thompson & Knight, P.C., regarding
                 1,500,000 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, 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": 18432}]
{"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": "033-64405", "film-number": "95594702"}, "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. 1995 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
==========================================================================================  
   TITLE OF        AMOUNT      PROPOSED MAXIMUM         PROPOSED          
 SECURITIES TO     TO BE        OFFERING PRICE      MAXIMUM AGGREGATE        AMOUNT OF
 BE REGISTERED   REGISTERED      PER SHARE (1)      OFFERING PRICE (1)    REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Common Stock,    1,500,000
$.01 par value   shares (2)(3)      $19.125            $28,687,500           $5,737.50
  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 1995 Stock Option Plan.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.*
               ----------------  

     Item 2.   Registrant Information and Employee Plan Annual Information.*
               -----------------------------------------------------------  

          *    Information required by Part I to be contained in the Section
               10(a) prospectus is omitted from this Registration Statement in
               accordance with Rule 428 under the Securities Act of 1933 and the
               Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.
               --------------------------------------- 

          The following documents filed by the Registrant with the Securities
     and Exchange Commission are incorporated by reference in this Registration
     Statement:

          (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended November 30, 1994, containing the consolidated financial
               statements of the Registrant and its subsidiaries and certain
               supplementary data for the fiscal year ended November 30, 1994,
               together with the report thereon of Arthur Andersen LLP,
               independent public accountants.

          (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1995,  June 30, 1995 and September 30, 1995.

          (3)  The Registrant's Current Report on Form 8-K dated February 21,
               1995 (Date of Event:  February 9, 1995).

          (4)  All other reports filed by the Registrant pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934 since
               November 30, 1994.

          (5)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A, including any
               amendment or report filed for the purpose of updating such
               description.

          (6)  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.

               In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
     Act of 1934, prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated by
     reference in 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.   Interest of Named Experts and Counsel.
               ------------------------------------- 

          Not Applicable.

     Item 6.   Indemnification of Directors and Officers.
               ----------------------------------------- 

          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.
               -------- 

          The following documents are filed as exhibits to this Registration
     Statement:

               4.1   Carrington Laboratories, Inc. 1995 Stock Option Plan.

               4.2   Form of Nonqualified Stock Option Agreement for employees.

               4.3   Form of Nonqualified Stock Option Agreement for nonemployee
                     directors.

               5.1   Opinion of Thompson & Knight, P.C., regarding 1,500,000
                     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, P.C., filed herewith as Exhibit 5.1).

                                      -2-
24.1  Power of Attorney (included on the signature page of this
                     Registration Statement).

     Item 9.   Undertakings.
               ------------ 

          (a)  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,
                          represents a fundamental change in the information set
                          forth in this 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 Registrant hereby further 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.

          (h)  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

                                      -3-
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.

                                      -4-
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 Officer and   November 17, 1995
- --------------------------  Director (principal executive officer)
Carlton E. Turner, Ph.D.
 
/s/ Sheri Pantermuehl       Chief Financial Officer (principal       November 17, 1995
- --------------------------  financial and accounting officer)
Sheri Pantermuehl
 
/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
-5-
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit Number                        Exhibit                      Numbered Page
- --------------   ----------------------------------------------    -------------
[S]              [C]                                                [C]
              
      4.1        Carrington Laboratories, Inc. 1995 Stock Option
                 Plan.
              
      4.2        Form of Nonqualified Stock Option Agreement for
                 employees.
              
      4.3        Form of Nonqualified Stock Option Agreement for
                 nonemployee directors.
              
      5.1        Opinion of Thompson & Knight, P.C., regarding
                 1,500,000 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, P.C., filed herewith as Exhibit
                 5.1).
              
      24.1       Power of Attorney (included on the signature page
                 of this Registration Statement).