Exhibit 31.2

                                CERTIFICATION

      I, Robert W. Schnitzius, Vice President and Chief Financial Officer of
 Carrington Laboratories, Inc., certify that:

 1.   I have reviewed this  report on Form 10-K  of Carrington Laboratories,
 Inc.;

 2.   Based on my knowledge, this annual report  does not contain any untrue
 statement of a material fact or omit to state  a material fact necessary to
 make the statements  made, in light  of the circumstances  under which such
 statements were made, not misleading with respect  to the period covered by
 this annual report;

 3.   Based on my knowledge,  the financial statements,  and other financial
 information included  in  this  report,  fairly  present  in  all  material
 respects the financial condition,  results of operations and  cash flows of
 the registrant as of, and for, the periods presented in this report;

 4.   The registrant's other  certifying officer  and I are  responsible for
 establishing and maintaining disclosure controls and procedures (as defined
 in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      a)   Designed such disclosure controls and procedures,  or caused such
 disclosure controls and procedures to be designed under our supervision, to
 ensure that material information relating to  the registrant, including its
 consolidated subsidiaries,  is  made known  to  us by  others  within those
 entities, particularly  during the  period in  which this  report  is being
 prepared;

      b)   Evaluated  the  effectiveness  of   the  registrant's  disclosure
 controls and procedures and presented in  this report our conclusions about
 the effectiveness of  the controls  and procedures,  as of  the end  of the
 period covered by this report based on such evaluation; and

      c)   Disclosed in this report any change  in the registrant's internal
 control over financial reporting that occurred during the registrant's most
 recent fiscal quarter that has materially affected, or is reasonably likely
 to materially  affect,  the registrant's  internal  control over  financial
 reporting; and

 5.   The registrant's other certifying officer and  I have disclosed, based
 on our most recent evaluation of internal control over financial reporting,
 to the registrant's  auditors and the  audit committee of  the registrant's
 board of directors (or persons performing the equivalent functions):

      a)   All significant  deficiencies  and  material  weaknesses  in  the
 design or operation of internal control  over financial reporting which are
 reasonably likely to adversely  affect the registrant's  ability to record,
 process, summarize and report financial information; and

      b)   Any fraud, whether or  not material, that  involves management or
 other employees who  have a significant  role in the  registrant's internal
 control over financial reporting; and


 Dated:  March 18, 2004        /s/ Robert W. Schnitzius
                               ------------------------------------------
                               Robert W. Schnitzius
                               Vice President and Chief Financial Officer
                               (principal financial and accounting officer)