EXHIBIT 4.2

                        Carrington Laboratories, Inc.

                        Employee Stock Purchase Plan

                       Payroll Deduction Authorization
                       -------------------------------
 PLEASE PRINT
 ------------
 Name:          _____________________________________________________________

 Home Address:  _____________________________________________________________

                _____________________________________________________________


 Social Security No.:  _________________

      I hereby  elect to  participate in  the Carrington  Laboratories,  Inc.
 Employee Stock Purchase Plan,  as  amended (the "Plan"),  effective  May 17,
 2001,  and authorize  the following amount  (the "Deduction  Amount") to  be
 withheld from my  compensation each pay  period and used  to purchase on  my
 behalf whole shares of  Common Stock of  Carrington Laboratories, Inc.  (the
 "Company") in accordance with the terms of the Plan:

                Deduction Amount:  $ ________________

 LIMITATIONS:  You must indicate a Deduction Amount that will aggregate  over
 each year not more  than 10% nor  less than 1%  of your annual  compensation
 (or, if you are electing to begin participation on the 1st of April, July or
 October, not more than 10% nor  less than 1% of  the portion of your  annual
 compensation payable for the remaining  months of the year).   If you are  a
 salaried employee, compensation is defined as your annualized basic rate  of
 pay as of the later of  the most recent January 1  or the effective date  of
 your enrollment in  the Plan.   If you are  an hourly-compensated  employee,
 compensation is determined by multiplying your straight-time hourly rate  as
 of the most  recent January 1  by 2,080, or  if the effective  date of  your
 enrollment in  the  Plan  is  later  than the  most  recent  January  1,  by
 multiplying your straight-time hourly rate as of the effective date of  your
 enrollment in the Plan  by 1,560 if that  effective date is  April 1, or  by
 1,040 if that effective date is July 1, or by 520 if that effective date  is
 October 1.

      I acknowledge that I have read and understood copies of a Summary  Plan
 Description and a Memorandum to Employees dated September 14, 2001  relating
 to the Plan and the most recent Annual Report to Shareholders of the Company
 provided to me by the Company, and that  the Plan itself is available to  me
 for  examination.  I  agree  to  comply with  and  be bound  by  all  terms,
 conditions  and  restrictions  contained  in  the  Plan,  including  without
 limitation the restriction on the transferability of shares of Common  Stock
 acquired by me under the Plan.

      If I  am an  officer, director  or 10%  shareholder of  the Company,  I
 understand that sales  by me of  shares of Common  Stock acquired under  the
 Plan may be subject to Sections  16(a) and 16(b) of the Securities  Exchange
 Act of  1934,  as amended,  and  acknowledge that  I  am familiar  with  the
 restrictions and  limitations  imposed  by  those  sections  and  the  rules
 relating thereto.


 _________________           ____________________________________
      Date                               Signature