<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 MANAGEMENT COMPENSATION 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 1995 Management Compensation
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 Management 
               Compensation Plan.

          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).

                                     - 2 -
<PAGE>
 
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 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

                                     - 3 -
<PAGE>
 
          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.

Signature                      Capacity in Which Signed             Date
- ---------                      ------------------------             ----

/s/ Carlton E. Turner     President, Chief Executive Officer  November 17, 1995
- ------------------------  and Director (principal executive   
Carlton E. Turner, Ph.D.  officer)                            
                                                              
/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 -
<PAGE>
 
                               INDEX TO EXHIBITS
 
                                                                Sequentially 
Exhibit Number                 Exhibit                          Numbered Page
- --------------  ---------------------------------------------   -------------  

     4.1        Carrington Laboratories, Inc. 1995 Management
                Compensation Plan.
                
     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": 17853}]
{"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": "033-64403", "film-number": "95594698"}, "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 MANAGEMENT COMPENSATION 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 1995 Management Compensation
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 Management 
               Compensation Plan.

          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).

                                     - 2 -
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 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

                                     - 3 -
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  November 17, 1995
- ------------------------  and Director (principal executive   
Carlton E. Turner, Ph.D.  officer)                            
                                                              
/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
- --------------  ---------------------------------------------   -------------  

     4.1        Carrington Laboratories, Inc. 1995 Management
                Compensation Plan.
                
     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).