EXHIBIT 4.1
                                                                  -----------

          COMMON STOCK

Number                                                    Shares **Zero (0)**
DX  *---* [Graphic Omitted]  CARRINGTON LABORATORIES, INC.
                             INCORPORATED UNDER THE LAWS
                             OF THE STATE OF TEXAS

                                                            CUSIP 144525 10 2
                                                              SEE REVERSE FOR
                                                          CERTAIN DEFINITIONS

           THIS CERTIFIES THAT     *** Specimen ***


           IS THE OWNER OF          *** Zero (0) ***


   FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF ONE CENT ($0.01)
           EACH OF THE COMMON STOCK OF CARRINGTON LABORATORIES, INC.
 transferable  on the books of the corporation by the holder hereof in person
 or by attorney  upon surrender of this certificate properly  endorsed.  This
 certificate, and the shares represented  hereby,  are issued under and shall
 be  subject  to  all  of the provisions of the  Articles of Incorporation of
 the corporation and any amendments thereto, copies  of  which  are  on  file
 with  the  corporation  and  the Transfer Agent, to all of which the holder,
 by  acceptance  hereof,  assents.  This  certificate  is  not  valid  unless
 countersigned by the Transfer Agent and registered by the Registrar.

      IN  WITNESS  WHEREOF,  the  said  corporation  has caused the facsimile
 signatures  of  its  duly authorized officers and the facsimile seal  of the
 corporation to be hereunto affixed

 Dated:  *** Date ***


 /s/ Robert W. Schnitzius             [Seal]            /s/ Carlton E. Turner
                Secretary                                   President and CEO



 [Vertical side bar data:]            Countersigned and Registered:
                                      AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                               Transfer Agent
                                                                and Registrar
                                      By _____________________
                                                         Authorized Signature


<PAGE>


                        CARRINGTON LABORATORIES, INC.

 THE ARTICLES OF INCORPORATION  OF THE CORPORATION ON  FILE IN THE OFFICE  OF
 THE SECRETARY OF STATE OF TEXAS CONTAIN A  FULL STATEMENT OF (i) ALL OF  THE
 DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS  OF THE SHARES OF
 EACH CLASS OF  STOCK AUTHORIZED TO  BE ISSUED BY  THE CORPORATION, (ii)  THE
 VARIATIONS IN THE  RELATIVE RIGHTS AND  PREFERENCES OF EACH  SERIES OF  EACH
 CLASS OF STOCK AUTHORIZED TO BE ISSUED BY THE CORPORATION IN SERIES,  TO THE
 EXTENT THE SAME  HAVE BEEN FIXED  AND DETERMINED, AND  THE AUTHORITY OF  THE
 BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND  PREFERENCES
 OF  SUBSEQUENT  SERIES,  AND  (iii)  THE DENIAL  OF  PREEMPTIVE RIGHTS.  THE
 CORPORATION WILL FURNISH A  COPY OF SUCH STATEMENT  TO THE RECORD  HOLDER OF
 THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN  REQUEST TO THE CORPORATION  AT
 ITS PRINCIPAL PLACE OF BUSINESS OR ITS REGISTERED OFFICE.

      The following abbreviations, when used in  the inscription on the  face
 of this certificate, shall be construed  as though they were written out  in
 full according to applicable laws or regulations:

 TEN COM - as tenants in common         UNIF GIFT MIN ACT - ___ Custodian ___
 TEN ENT - as tenants by the entireties                   (Cust)       (Minor)
 JT TEN  - as joint tenants with right                 under Uniform Gifts to
           of survivorship and not as                  Minors  Act __________
           tenants in common                                           (State)


   Additional abbreviations may also be used though not in the above list.

    For value received, ____________ hereby sell, assign and transfer unto

 PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASIGNEE
 --------------------------------------
 |                                    |
 --------------------------------------

 ----------------------------------------------------------------------------
      Please print or typewrite name and address including postal zip code
                                of assignee

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 _____________________________________________________________________ Shares

 of the  capital  stock  represented by the within Certificate, and do hereby

 irrevocably constitute and appoint _________________________________________

 ____________________________________________________________________________

 Attorney to transfer the said stock on the books of the within-named
 Corporation with full power of substitution in the premises.cate,

 Dated, _____________

                         --------------------------

 THIS CERTIFICATE ALSO EVIDENCES  AND ENTITLES THE  HOLDER HEREOF TO  CERTAIN
 RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED RIGHTS AGREEMENT (THE "RIGHTS
 AGREEMENT") DATED AS OF OCTOBER 15, 2001, AS IT MAY BE AMENDED FROM TIME  TO
 TIME, BETWEEN  CARRINGTON LABORATORIES, INC.  AND  AMERICAN STOCK TRANSFER &
 TRUST COMPANY, AS RIGHTS AGENT, THE  TERMS OF WHICH ARE HEREBY  INCORPORATED
 HEREIN BY  REFERENCE  AND A  COPY  OF WHICH  IS  ON FILE  AT  THE  PRINCIPAL
 EXECUTIVE  OFFICES   OF   CARRINGTON  LABORATORIES,   INC.   UNDER   CERTAIN
 CIRCUMSTANCES,  AS SET FORTH IN THE  RIGHTS AGREEMENT,  SUCH RIGHTS WILL  BE
 EVIDECED BY SEPARATE CERTIFICATES  AND WILL NO LONGER  BE EVIDENCED BY  THIS
 CERTIFICATE.  CARRINGTON LABORATORIES, INC. WILL MAIL TO THE HOLDER  OF THIS
 CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
 WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN  THE
 RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR  THEIR
 AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)
 AND  BY  ANY  SUBSEQUENT  HOLDER  OF  SUCH RIGHTS  ARE  NULL  AND  VOID  AND
 NONTRANSFERABLE.


 [Vertical side bar data:]

 NOTICE: The signature to this assignment must correspond with the name
 as written upon the face of the Certificate, in every particular, without
 alteration or enlargement, or any change whatever.