Exhibit 10.9

                                                 AS AMENDED THROUGH
                                                 JUNE 15, 1995


                    CARRINGTON LABORATORIES, INC.
                    EMPLOYEE STOCK PURCHASE PLAN



       Section 1.  Purpose.  It is the purpose of the Plan to promote the
  interests of the Company and its shareholders by providing a method  by
  which eligible  employees  may  use  voluntary  payroll  deductions  to
  purchase shares of Common Stock at  a discount, thereby affording  them
  the opportunity to invest in the  Company at a preferential price,  and
  to acquire  a proprietary  interest in  the  Company and  an  increased
  personal interest in its continued success  and progress.  The Plan  is
  intended to  qualify as  an employee  stock  purchase plan  within  the
  meaning of Section 423 of the Code and shall be construed accordingly.

       Section 2.  Definitions.  As used herein the following terms  have
  the following meanings:

            (a)   "Affiliate" means any corporation that is a  subsidiary
       corporation of the Company within the meaning of Section 424(f) of
       the Code  and that  has been  designated by  the Committee  as  an
       Affiliate for purposes of the Plan.

            (b)   "Board of Directors"  means the Board  of Directors  of
       the Company.

            (c)   "Code" means the United States Internal Revenue Code of
       1986, as from time to time amended.

            (d)   "Committee" means the Committee described in Section  4
       hereof.

            (e)   "Common Stock" means the $.01 par value Common Stock of
       the Company.

            (f)   "Company" means Carrington Laboratories, Inc.
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            (g)   "Compensation" means  (i) with  respect to  a  salaried
       employee, the basic annual salary of such employee as of the first
       day of the Plan Year (except  with respect to a salaried  employee
       whose participation in the Plan begins on an Enrollment Date other
       than January 1,  in which case,  for the Plan  Year in which  such
       participation begins,  "Compensation" means  that portion  of  the
       basic annual salary of such employee, as of the Enrollment Date on
       which such participation  begins, that is  payable for the  period
       from such  Enrollment  Date through  the  remainder of  that  Plan
       Year), and shall  not include bonuses,  overtime pay,  allowances,
       commissions,  deferred   compensation   payments  or   any   other
       extraordinary compensation,  and (ii)  with respect  to an  hourly
       compensated employee, the straight-time hourly rate of pay of such
       employee as of the first day of the Plan Year, multiplied by 2,080
       (except with  respect  to  an hourly  compensated  employee  whose
       participation in the Plan begins on April 1, July 1 or October  1,
       in which  case, for  the Plan  Year  in which  such  participation
       begins, "Compensation" means the straight-time hourly rate of  pay
       of such  employee  as  of such  April  1,  July 1  or  October  1,
       multiplied by 1,560,  1,040 or 520,  respectively), and shall  not
       include bonuses,  overtime pay,  premium  pay or  other  irregular
       payments.  The Compensation  of an employee  who does not  receive
       salary or  wages  computed  in  United  States  dollars  shall  be
       determined by converting such salary  or wages into United  States
       dollars in accordance with the Compensation Exchange Rate.

            (h)   "Compensation Exchange Rate" means the New York foreign
       currency exchange rate as reported in The Wall Street Journal  for
       the last business day in December immediately preceding the  first
       day of the Plan Year.

            (i)   "Eligible Employee" means any  employee of the  Company
       or an  Affiliate  who  is eligible  to  participate  in  the  Plan
       pursuant to Section 5 hereof.

            (j)   "Enrollment Date" means any January 1, April 1, July  1
       or October 1 of any Plan Year.

            (k)   "Fair Market Value" means the closing sale price on the
       date in question (or, if there was no reported sale on such  date,
       on the last preceding day on which any reported sale occurred)  of
       the Common Stock  on the Nasdaq  National Market  or any  national
       stock exchange or other stock market on which the Common Stock may
       from time to time be traded.

            (l)   "Option" means any option to purchase shares of  Common
       Stock granted by the Committee pursuant  to the provisions of  the
       Plan.

            (m)   "Participant" means an Eligible Employee who elects  to
       participate in the Plan pursuant to Section 6 hereof.

            (n)   "Plan"  means   this  Carrington   Laboratories,   Inc.
       Employee Stock Purchase Plan.

            (o)   "Plan Year" means  each period  beginning on  January 1
       and ending  on the  following December  31, commencing  January 1,
       1993.
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       Section 3. Number of  Shares.  The aggregate  number of shares  of
  Common Stock issued pursuant  to Options granted  under the Plan  shall
  not exceed a total of 500,000 shares.  The maximum number of shares  of
  Common Stock available for sale under the Plan is subject to adjustment
  as provided  in Section  14.   The Common  Stock to  be delivered  upon
  exercise of Options may  consist of authorized  but unissued shares  of
  Common Stock or shares of Common Stock previously issued and reacquired
  by the Company.

       Section 4.    Administration of  the  Plan.   The  Plan  shall  be
  administered by the  Committee, which shall  consist of  three or  more
  employees of  the Company.    Each member  of  the Committee  shall  be
  appointed by and shall serve at the pleasure of the Board of Directors.
   The Board of  Directors shall have  the sole  continuing authority  to
  appoint members  of  the Committee  both  in substitution  for  members
  previously appointed  and  to  fill  vacancies  however  caused.    The
  following provisions shall apply to the  administration of the Plan  by
  the Committee:

            (a)   The Committee  shall designate  one of  its members  as
       Chairman and shall hold  meetings at such times  and places  as it
       may determine.  Each member of the Committee shall be  notified in
       writing of the time and place  of any meeting of the Committee  at
       least two days prior  to such meeting,  provided that such  notice
       may be waived by a Committee member.  A majority of the members of
       the Committee shall constitute a quorum and any action taken by  a
       majority of  the members  of the  Committee  present at  any  duly
       called meeting at which a quorum is present (or action unanimously
       approved in writing) shall constitute action by the Committee.

            (b)   The Committee may appoint a Secretary (who need not  be
       a member of the Committee) who shall keep minutes of its meetings.
       The  Committee may make such rules and regulations for the conduct
       of its business as it may determine.

            (c)   The Committee shall have full authority subject to  the
       express provisions of the Plan to interpret the Plan, to  provide,
       modify and rescind  rules and regulations  relating to  it and  to
       make all  other determinations  and perform  such actions  as  the
       Committee deems necessary or advisable to administer the Plan.

            (d)   No member  of the  Committee shall  be liable  for  any
       action taken or determination made in  good faith with respect  to
       the Plan or any Option granted hereunder.

       Section 5. Eligible Employees.  Each employee of the Company or an
  Affiliate shall  be  eligible to  participate  in the  Plan;  provided,
  however, that:

            (a)   An employee  shall not  be granted  an Option  if  such
       employee would, immediately after grant  of the Option, own  stock
       possessing 5% or more of the total combined voting power or  value
       of all classes of stock of the Company or any parent or subsidiary
       corporation of the Company (within  the meaning of Section  424(e)
       and (f) of the Code).  For purposes of determining stock ownership
       under this  paragraph, the  rules of  Section 424(d)  of the  Code
       shall apply, and stock which the  employee may purchase under  any
       outstanding options  shall  be  treated  as  stock  owned  by  the
       employee; and
<PAGE>
            (b)   No employee shall be granted  an Option under the  Plan
       which would permit  such employee's rights  to purchase shares  of
       stock under all employee stock purchase  plans of the Company  and
       its parent  and subsidiary  corporations  (within the  meaning  of
       Section 424(e) and (f) of the Code) to accrue (within the  meaning
       of Section 423(b)(8)  of the Code)  at a rate  which exceeds  U.S.
       $25,000 of fair market value of such stock (determined at the time
       such option is granted)  for each calendar  year during which  any
       such option granted to such employee is outstanding at any time.

  For purposes of this Section 5,  the term "employee" shall not  include
  an employee whose customary employment is 20 hours or less per week  or
  is for not more than five months in any calendar year.

       Section 6.  Method of Participation.   Each person who will be  an
  Eligible Employee on any  Enrollment Date may  elect to participate  in
  the Plan by executing and delivering to the Company, on or before  such
  Enrollment Date, a payroll deduction authorization form as provided  in
  this  Section.    Such  Eligible   Employee  shall  thereby  become   a
  Participant on  such Enrollment  Date and  shall remain  a  Participant
  until such Eligible Employee's participation is terminated as  provided
  in Section 11 or 12 hereof; provided, however, that if the Company does
  not receive  such  payroll  deduction authorization  form  in  time  to
  implement the  authorized  withholding  for  the  payroll  period  that
  includes such Enrollment Date, no withholding  shall be made on  behalf
  of such Participant  pursuant to this  Plan until  the next  succeeding
  payroll period.

            The  payroll  deduction  authorization  form  executed  by  a
  Participant shall request withholding, by means of substantially  equal
  payroll deductions over the Plan Year, of an amount which shall be  not
  more than 10% nor less than  1% of such Participant's Compensation  for
  the Plan Year.  A Participant may change the withholding rate of his or
  her payroll deduction authorization within such limits by delivering  a
  new payroll  deduction authorization  form  to the  Company;  provided,
  however, that a change  pursuant to this sentence  may be made by  each
  Participant no more than three times  in respect of any Plan Year;  and
  provided further, that if the Company does not receive such new payroll
  deduction authorization form in  time to implement  the change for  the
  payroll  period  during  which  it  receives  such  form,  the   change
  authorized thereby shall not be made until the next succeeding  payroll
  period.   All  amounts  withheld in  accordance  with  a  Participant's
  payroll deduction  authorization shall  be  credited to  a  withholding
  account for  such  Participant.    No  interest  shall  be  payable  on
  withholding accounts.
<PAGE>
       Section 7.  Grant of Options.  Each  Participant shall be  granted
  an Option on  the first day  of each Plan  Year to  purchase shares  of
  Common  Stock;  provided,  however,  that  a  Participant  who   begins
  participation on an Enrollment Date other than January 1 in  accordance
  with Section 6 shall be granted  an Option on such Enrollment Date  and
  on the first day of  each succeeding Plan Year.   Each Option shall  be
  exercisable in installments on the last  business day of each  calendar
  month during  the Plan  Year, beginning  with the  month in  which  the
  Option is granted, for the number of whole shares of Common Stock to be
  determined by dividing (a) the balance in the Participant's withholding
  account on the last business day of the month by (b) the purchase price
  per share of the  Common Stock as  determined under Section  8.  In  no
  event shall the  number of shares  with respect to  which an Option  is
  granted to a Participant  in a Plan Year  exceed that number of  shares
  which has an  aggregate Fair Market  Value (determined on  the date  of
  grant) of U.S. $25,000, and the number of shares actually purchased  by
  a Participant in a Plan Year may  not exceed this number.  The  Company
  shall reduce, on  a substantially  proportionate basis,  the number  of
  shares of Common Stock receivable by each Participant upon exercise  of
  an Option in any  month in the  event that the  total number of  shares
  then available under the Plan is  less than the total number of  shares
  with respect to which all Participants exercise Options in such month.

       Section 8.  Option Price. The  purchase price per share of  Common
  Stock under each installment of each  Option shall equal the lesser  of
  (a) 85% of the Fair Market Value per share of Common Stock on the  date
  of grant of the Option or (b) 85% of the Fair Market Value per share of
  Common Stock on the date on which the installment is exercised.

       Section 9.  Exercise of Options. An employee who is a  Participant
  in the  Plan on  the last  business  day of  a  month shall  be  deemed
  automatically to have exercised the  current installment of the  Option
  granted to him  or her for  that Plan Year.   Upon  such exercise,  the
  Company shall apply the entire balance of the Participant's withholding
  account to the purchase of the maximum number of whole shares of Common
  Stock as determined under Section 7.   For purposes of this Section  9,
  the balance in the withholding account of a Participant whose salary or
  wages are not computed in United States dollars shall be converted into
  United States dollars in accordance with the New York foreign  currency
  exchange rate  as reported  in The  Wall Street  Journal for  the  last
  business day of  the month.   Shares of  Common Stock  purchased for  a
  Participant under the Plan shall be held in custody for the account  of
  such Participant as provided  in the following  paragraph unless he  or
  she has requested, by written notice  to the Company at any time,  with
  respect to  any  installment  of  an Option  or  with  respect  to  all
  installments, that certificates representing  shares purchased for  his
  or her account  under the Plan  not be held  in custody.   The  Company
  shall issue and  deliver to the  Participant certificates  representing
  shares for which such  a request has been  made as soon as  practicable
  after such shares are purchased, subject  to the limitations set  forth
  in the following sentence of this Section 9.  Certificates representing
  shares for which such a request has not previously been made and  which
  are being  held  in  custody  shall be  issued  and  delivered  to  the
  Participant as soon as practicable after the end of the month in  which
  the Participant  makes  a  written request  to  the  Company  therefor;
  provided, however, that the obligation of the Company to deliver shares
  of Common Stock shall be  postponed for such period  of time as may  be
  necessary to  register  or  qualify  the  purchased  shares  under  the
<PAGE>
  Securities Act of 1933 and any  applicable foreign or state  securities
  law; and, provided further, that the Participant shall not be  entitled
  to receive a certificate representing the shares in his or her  account
  under the Plan, other than at the end of a Plan Year or upon withdrawal
  from the Plan  pursuant to Section 11  or 12, unless  there are ten  or
  more shares in such account.

            The Company shall  issue or cause  to be issued  one or  more
  global certificates (collectively,  the "Global  Certificate"), in  the
  name of an officer or officers of Company designated from time to  time
  by the Committee to  serve as Custodian for  Participants in the  Plan,
  representing all shares purchased for Participants under the Plan  that
  the Company has not been requested to deliver to the Participants.  The
  Company shall  maintain complete  and accurate  records indicating  the
  number of  shares purchased  for each  Participant under  the Plan  for
  which  certificates  have  not  been  issued  and  delivered  to   such
  Participant, and the Company shall, no less frequently than  quarterly,
  deliver reports to such Participants  indicating such number of  shares
  and containing such other information as the Company may deem necessary
  or advisable.   A  Participant  shall possess  all  of the  rights  and
  privileges of a stockholder of the Company with respect to Common Stock
  purchased under the Plan upon the issuance to or for the benefit of the
  Participant of  a certificate  or  certificates (including  the  Global
  Certificate) representing such  shares.  The  Company shall deliver  or
  cause to be  delivered to each  Participant for whom  shares of  Common
  Stock have been  purchased under the  Plan and are  represented by  the
  Global Certificate all dividends and  distributions in respect of  such
  shares and all  notices, proxy statements  and other communications  to
  the Company's shareholders  in accordance with  applicable law and  the
  rules and regulations of the Securities and Exchange Commission.

            No fractional shares  shall be  issued upon  exercise of  any
  installment of an  Option.  Any  balance remaining  in a  Participant's
  withholding account  following  exercise  of an  installment  shall  be
  returned to the Participant, except that any such balance  representing
  a fractional share of Common Stock shall be retained in the withholding
  account and applied to the purchase of  shares in the next month.   The
  cash proceeds received by the Company upon exercise of an Option  shall
  constitute general funds of the Company.  To the extent any installment
  of an Option is exercised with respect  to less than all of the  shares
  of Common  Stock available  for purchase  under such  installment,  the
  unexercised portion of the installment shall expire and become null and
  void as  of  the  end of  the  month  for which  such  installment  was
  exercisable.  Any  unexercised portion of  an Option  shall expire  and
  become null and  void as  of the end  of the  Plan Year  in which  such
  Option was granted.
<PAGE>
       Section 10.   Restrictions on  Sale of  Stock.   Shares of  Common
  Stock purchased under the  Plan may not be  sold, pledged or  otherwise
  transferred within two  years after the  date of  purchase unless  such
  shares are first offered to the  Company for purchase at a price  equal
  to the  Fair Market  Value of  the  shares on  the  date on  which  the
  Participant delivers written notice of such offer to the Company.   The
  Company must  accept or  reject  the offer  no  later than  5:00  p.m.,
  Central Time, on  the next business  day following its  receipt of  the
  written notice from the Participant.   If the Company rejects or  fails
  to accept the offer, the Participant  shall be free to sell, pledge  or
  transfer the  shares covered  by such  offer; provided,  however,  that
  shares of  Common Stock  purchased  under the  Plan  may not  be  sold,
  pledged or otherwise transferred under  any circumstances prior to  the
  approval of the Plan by the  Company's shareholders in accordance  with
  Section 17.   Certificates representing shares  of Common Stock  issued
  under the  Plan  shall  contain  a  restrictive  legend  describing  or
  referring to the restrictions imposed by this Section 10, in accordance
  with applicable  law,  until  such restrictions  have  terminated  with
  respect to the shares represented by such certificates.

       Section 11.  Cancellation of Option and Withdrawal From the  Plan.
   A Participant who holds an Option under the Plan may at any time prior
  to exercise  of the  final installment  thereof pursuant  to Section  9
  cancel the  remaining unexercised  portion of  such Option  by  written
  notice delivered to the Company.   Upon such cancellation, the  balance
  in the Participant's withholding account and  any shares being held  in
  custody shall be returned to such Participant and he or she shall cease
  to be a Participant.  Partial cancellation shall not be permitted.

            A Participant  may terminate  his  or her  payroll  deduction
  authorization as of any date by written notice delivered to the Company
  and shall thereby cease to be a  Participant as of such date.   Partial
  termination  of  a  payroll   deduction  authorization  shall  not   be
  permitted, except to  the extent  expressly permitted  by Section 6  of
  this Plan.   Any  Participant who  voluntarily  terminates his  or  her
  payroll deduction authorization  prior to the  last business  day of  a
  month shall  be  deemed to  have  cancelled the  remaining  unexercised
  portion of his or her Option, including the installment that would have
  been exercisable on the last business day of such month.

            A Participant who  withdraws from the  Plan pursuant to  this
  Section 11 may re-enroll as of any subsequent Enrollment Date on  which
  he or she is an Eligible Employee in accordance with the procedure  set
  forth in Section 6 of this Plan; provided, however, that a  Participant
  shall not be  permitted to re-enroll  in the Plan  until an  Enrollment
  Date that  is  at  least six  months  after  the date  of  his  or  her
  withdrawal.

       Section 12.  Termination of Employment.  Upon the termination of a
  Participant's employment  with  the Company  or  an Affiliate  for  any
  reason, such person shall  cease to be  a Participant, the  unexercised
  portion of any Option held by such Participant under the Plan shall  be
  deemed cancelled, the balance of such Participant's withholding account
  and any  shares  being  held  in custody  shall  be  returned  to  such
  Participant (or,  in  the event  of  the Participant's  death,  to  the
  executor or administrator  of his or  her estate) and  he or she  shall
  have no further rights under the Plan.
<PAGE>
            All Participants shall  have the same  rights and  privileges
  under the Plan.   Notwithstanding the  foregoing, nothing  in the  Plan
  shall confer upon any Participant any  right to continue in the  employ
  of the Company or an Affiliate or  in any way interfere with the  right
  of the  Company or  an Affiliate  to terminate  the employment  of  the
  Participant  at  any  time,  with  or  without  cause.    Transfers  of
  employment among the Company and its Affiliates and approved  leaves of
  absence not exceeding 90 days shall  not be considered terminations  of
  employment for purposes of this Plan.

       Section 13.  Transferability.   An Option  granted under the  Plan
  shall not be transferable by the  Participant and shall be  exercisable
  only by the Participant.

       Section 14.   Adjustments Upon Changes  in Common Stock.   In  the
  event the Company shall effect a split of the Common Stock or declare a
  dividend payable  in Common  Stock, or  in  the event  the  outstanding
  Common Stock shall  be combined into  a smaller number  of shares,  the
  maximum number of shares as to  which Options may be granted under  the
  Plan shall  be increased  or decreased  proportionately, and  the  Fair
  Market Value per share of Common Stock as  of the date of grant of  all
  outstanding Options  shall  be adjusted,  for  purposes of  making  the
  determination required by Section  8 of this Plan,  in a manner  deemed
  appropriate by the Board of Directors.

            In the  event  of  a reclassification  of  Common  Stock  not
  covered by  the  foregoing,  or  in  the  event  of  a  liquidation  or
  reorganization of  the Company,  including a  merger, consolidation  or
  sale of assets, the Board of Directors shall make such adjustments,  if
  any, as it may deem appropriate in the number, purchase price and  kind
  of shares that  are covered by  Options theretofore  granted under  the
  Plan or that are otherwise subject to the Plan.  The provisions of this
  Section shall only be applicable if,  and only to the extent that,  the
  application thereof  does  not  conflict with  any  valid  governmental
  statute, regulation or rule.

       Section 15.  Amendment  and Termination of the  Plan.  Subject  to
  the right  of  the Board  of  Directors  to terminate  the  Plan  prior
  thereto, the Plan shall terminate when all or substantially all of  the
  Common Stock reserved for purposes of the Plan has been purchased.   No
  Options may be  granted after termination  of the Plan.   The Board  of
  Directors may alter or amend the Plan but may not without the  approval
  of the shareholders of  the Company and  of any regulatory  authorities
  having jurisdiction  make any  alteration  or amendment  thereof  which
  operates (a) to  increase the total  number of shares  of Common  Stock
  which may be issued under the  Plan (other than as provided in  Section
  14), (b) to modify the criteria for determining the employees (or class
  of employees) eligible  to receive  Options under  the Plan  or (c)  to
  materially increase benefits  accruing under the  Plan to  Participants
  who are subject to  Section 16 of the  Securities Exchange Act of  1934
  (the "Exchange Act").

            No termination  or  amendment  of the  Plan  shall  adversely
  affect the rights of a Participant under an outstanding Option,  except
  with the consent of such Participant.
<PAGE>
       Section 16.  Requirements of Law.  The granting of Options and the
  issuance of  Common Stock  upon  the exercise  of  an Option  shall  be
  subject to  all applicable  laws, rules  and  regulations and  to  such
  approval by governmental agencies as may be required.

       Section 17.  Effective  Date of the Plan.   The Plan shall  become
  effective, as of the date of its adoption by the Board of Directors, if
  it is duly approved at the  1993 annual meeting of stockholders of  the
  Company.  The affirmative vote of the holders of at least a majority of
  the shares of stock of the  Company present and voting on the  approval
  of the Plan at  the meeting, provided that  the total number of  shares
  voting for the proposal represents more than 50% of the total number of
  shares of  stock entitled  to vote  at such  annual meeting,  shall  be
  required to approve the Plan.  If the Plan is not so approved, the Plan
  shall terminate,  the  unexercised  portions  of  all  Options  granted
  hereunder shall  be  null and  void  and  all shares  of  Common  Stock
  theretofore issued upon the exercise of Options under the Plan shall be
  deemed  cancelled.     Certificates  representing   shares  issued   to
  Participants prior  to  shareholder approval  of  the Plan  shall  bear
  appropriate  legends  indicating  that  the  shares  have  been  issued
  contingent upon shareholder approval and  are cancellable in the  event
  such approval is  not obtained.   Upon such cancellation,  Participants
  shall promptly  deliver to  the Company  all certificates  representing
  cancelled  shares  and  the  Company  shall  promptly  return  to   the
  Participants,  without   interest,  all   funds  obtained   from   such
  Participants through payroll  deductions and used  for the purchase  of
  such shares.

       Section 18.  Rule 16b-3 Compliance.  Transactions under this  Plan
  are intended to comply with all applicable conditions of Rule 16b-3  or
  its successors adopted under the Exchange Act, some of which conditions
  are not set forth herein.  To the  extent any provision of the Plan  or
  action by the Committee fails to so comply, it shall be deemed null and
  void, to  the extent  permitted  by law  and  deemed advisable  by  the
  Committee.