10-K/A

                                     UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                    Form 10-K-A

                   Annual Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934

                    For the fiscal year ended December 31, 1996
                           Commission File Number 0-11997

                        Carrington Laboratories, Inc.
            (Exact name of Registrant as specified in its charter)      

   Texas                                                75-1435663
   (State of Incorporation)                      (IRS Employer ID No.)

                     2001 Walnut Hill Lane, Irving, Texas 75038
                      (Address of principal executive offices)

        Registrant's telephone number, including area code:  
                              (972) 518-1300

            Securities registered pursuant to Section 12(b) of the Act:

   Title of each class               Name of exchange on which registered
         None

            Securities registered pursuant to Section 12(g) of the Act:
              
                           Common Stock ($.01 par value)
                                  (Title of class)
                                                                           
                          Preferred Share Purchase Rights
                                  (Title of class)

         Indicate  by  check  mark  whether  the Registrant (1) has filed
   all reports  required  to be filed by Section 13 or 15(d) of the
   Securities Exchange  Act  of  1934  during  the  preceding  12 months (or 
   for such shorter  period that the Registrant was required to file such
   reports), and  (2)  has  been subject to such filing requirements for the 
   past 90 days.  Yes X      No   

         Indicate  by  check mark if disclosure of delinquent filers
   pursuant to  Item 405 of Regulation S-K is not contained herein, and will 
   not be contained,  to  the  best  of the Registrant's knowledge, in
   definitive proxy  or  information statements incorporated by reference in 
   Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]

         The  aggregate  market  value  of  the  voting  stock  held  by
   non-affiliates of the Registrant on March 14, 1997, was $51,179,297. 
   (This figure  was computed on the basis of the closing price of such stock
   on the NASDAQ National Market on March 14, 1997 using the aggregate
   number of  shares  held  on that date by, or in nominee name for,
   shareholders who are not officers, directors or record holders of 10% or 
   more of the Registrant's  outstanding  voting  stock.  The characterization 
   of such officers,  directors and 10% shareholders as affiliates is for
   purposes of  this  computation  only and should not be construed as an
   admission for any other purpose that any of such persons are, in fact,
   affiliates of the Registrant.)

         Indicate the number of shares outstanding of each of the
   Registrant's  classes of Common Stock, as of the latest practicable
   date:    8,873,639  shares  of  Common  Stock, par value $.01 per share,
   were outstanding on March 14, 1997.

   
    ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
   AND
             FINANCIAL DISCLOSURE.

   Effective March 19, 1997, the Company appointed the accounting firm of
   Ernst & Young LLP as the Company's independent public accountants for
   fiscal 1997 to replace Arthur Andersen LLP which resigned on that same
   date.  The Company's Board of Directors approved the selection of Ernst
   & Young LLP as independent public accountants upon the recommendation
   of the Board's Audit Committee.  

   During the two most recent fiscal years and the period of January 1,
   1997 through March 18, 1997, there were no disagreements with Arthur
   Andersen LLP on any matter of accounting principle or practice,
   financial statement disclosure or auditing scope or procedures or any
   reportable events.  Arthur Andersen LLP's report on the Company's
   financial statements for the past two years contained no adverse
   opinion or disclaimer of opinion and was not qualified or modified as
   to uncertainty, audit scope or accounting principles.

   The Company has provided Arthur Andersen LLP with a copy of this
   revised disclosure and has requested that Arthur Andersen LLP furnish
   it with a letter addressed to the Securities and Exchange Commission
   (the "Commission") stating whether it agrees with the above statements. 
   (A copy of Arthur Andersen LLP's letter to the Commission, dated April
   7, 1997, is filed as Exhibit 16.1 to  this report.)

   
                            INDEX TO EXHIBITS
                            ------------------

                                                       Sequencially
              Exhibit Number                           Number Page
              ---------------                          -------------

           1)  Exhibit 16.1




                                 SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
  Securities Exchange Act of 1934, the Registrant has duly caused this 
  Report to be signed on its behalf by the undersigned, thereunto duly 
  authorized.

                                           CARRINGTON LABORATORIES, INC.
                                                 
      Date: April 7, 1997                  By:/s/ Sheri L. Pantermuehl
                                              --------------------------
                                              Sheri L. Pantermuehl, CFO



    

EX-16.1

    April 7, 1997




   Office of the Chief Accountant
   Securities and Exchange Commission
   Mail Stop 11-3
   450 Fifth Street, NW
   Washington D.C.  20549


   Dear Sirs:

   We have read Item 9 included in the attached amended Form 10-K dated
   for the year ended December 31, 1996, of Carrington Laboratories, Inc.
   (The Registrant) filed with the Securities and Exchange Commission, and
   are in agreement with the statements contained therein.

   Very Truly yours,

   Arthur Anderson LLP




   By /s/ Steve Scott
       -------------------
       Steve G. Scott

   PLR

   Copy to:
   Ms. Sheri Pantermuehl, Chief Financial Officer
   Carrington Laboratories, Inc.