SC 13G/A 1 cmw2622.htm AMENDMENT NO. 1

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Carrington Laboratories, Inc.
(Name of Issuer)

Common Stock

(Title of Class of Securities)

144525102

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  [   ] Rule 13d-1(b)
 
[X]

Rule 13d-1(c)
 
[   ]

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 6 Pages



   
CUSIP No. 144525102






1




NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

James F. Fitzgerald, Sr.

2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable

(a)   [  ]
(b)   [  ]

3


SEC USE ONLY


4


CITIZENSHIP OR PLACE OF ORGANIZATION

Not Applicable



NUMBER OF

SHARES
5



SOLE VOTING POWER

0

BENEFICIALLY

OWNED
6



SHARED VOTING POWER

1,391,200(1)

BY EACH

REPORTING
7



SOLE DISPOSITIVE POWER

0

PERSON WITH:

8


SHARED DISPOSITIVE POWER

1,391,200(1)



9



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,391,200(1)

10  



CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

[  ]
11  



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.7%(1)

12  



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN


  (1) Includes 1,000,000 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (with the percentage ownership calculated based upon an aggregate of 10,884,269 shares outstanding as of November 9, 2006, and assuming the exercise of the warrants to purchase 1,000,000 shares by the reporting person).

Page 2 of 6 Pages



   
CUSIP No. 144525102






1




NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Marilyn C. Fitzgerald

2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable

(a)   [  ]
(b)   [  ]

3


SEC USE ONLY


4


CITIZENSHIP OR PLACE OF ORGANIZATION

Not Applicable



NUMBER OF

SHARES
5



SOLE VOTING POWER

0

BENEFICIALLY

OWNED
6



SHARED VOTING POWER

1,391,200 (1)

BY EACH

REPORTING
7



SOLE DISPOSITIVE POWER

0

PERSON WITH:

8


SHARED DISPOSITIVE POWER

1,391,200 (1)



9



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,391,200 (1)

10  



CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

[  ]
11  



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.7%

12  



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN


  (1) Includes 1,000,000 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (with the percentage ownership calculated based upon an aggregate of 10,884,269 shares outstanding as of November 9, 2006, and assuming the exercise of the warrants to purchase 1,000,000 shares by the reporting person).

Page 3 of 6 Pages


   
CUSIP No. 144525102






1




NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fitzgerald Trust dated March 8, 1994

2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable

(a)   [  ]
(b)   [  ]

3


SEC USE ONLY


4


CITIZENSHIP OR PLACE OF ORGANIZATION

Wisconsin



NUMBER OF

SHARES
5



SOLE VOTING POWER

1,391,200(1)

BENEFICIALLY

OWNED
6



SHARED VOTING POWER

0

BY EACH

REPORTING
7



SOLE DISPOSITIVE POWER

1,391,200(1)

PERSON WITH:

8


SHARED DISPOSITIVE POWER

0



9



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,391,200(1)

10  



CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable

[  ]
11  



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.7%

12  



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO (Trust)


  (1) Includes 1,000,000 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (with the percentage ownership calculated based upon an aggregate of 10,884,269 shares outstanding as of November 9, 2006, and assuming the exercise of the warrants to purchase 1,000,000 shares by the reporting person).

Page 4 of 6 Pages


   
CUSIP No. 144525102

        This Amendment No. 1 to the undersigned’s Schedule 13G, which was originally filed on November 28, 2005 (the “Schedule 13G”) with regard to Carrington Laboratories, Inc. (the “Issuer”), is being filed to amend Item 4 of the Schedule 13G. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13G.

Item 4. Ownership

  (a)-(c) Information concerning the amount and percentage of shares of Common Stock beneficially owned by each reporting person is set forth below and is based upon the number of shares of Common Stock outstanding as of November 9, 2006.

Reporting Person
Sole Voting and
Dispositive Power

Shared Voting and
Dispositive Power

Aggregate
Beneficial
Ownership

Percentage of
Outstanding Shares of
Common Stock


James F. Fitzgerald, Sr.
             0 1,391,200(1) 1,391,200(1) 11.7%

Marilyn C. Fitzgerald
             0 1,391,200(1) 1,391,200(1) 11.7%

Fitzgerald Trust dated March 8, 1994
1,391,200               0 1,391,200   11.7%

(1) Includes 1,391,200 shares held by the Fitzgerald Trust dated March 8, 1994, of which James F. Fitzgerald, Sr. and Marilyn C. Fitzgerald are co-trustees.

Exhibits.

Exhibit 1. Agreement to file Schedule 13G jointly. (Previously filed as Exhibit 1 to the reporting parties’ Schedule 13G filed November 28, 2005.)





Page 5 of 6 Pages


   
CUSIP No. 144525102

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2007.

/s/ James F. Fitzgerald, Sr.
James F. Fitzgerald, Sr.


 
/s/ Marilyn C. Fitzgerald
Marilyn C. Fitzgerald


 
FITZGERALD TRUST DATED MARCH 8, 1994


 
/s/ James F. Fitzgerald, Sr.
James F. Fitzgerald, Sr., Co-Trustee


 
/s/ Marilyn C. Fitzgerald
Marilyn C. Fitzgerald, Co-Trustee





Page 6 of 6 Pages