Exhibit 3.1


                    RESTATED ARTICLES OF INCORPORATION
                                    OF
                       CARRINGTON LABORATORIES, INC.

       1.      Pursuant  to the provisions  of article 4.0  of the  Texas
  Business  Corporation act,  CARRINGTON LABORATORIES,  INC.  corporation
  (hereinafter   called  the  "corporation"),   hereby  adopts   Restated
  Articles  of Incorporation  which  accurately  copy  the  corporation's
  Articles  of  Incorporation and  all  amendments thereto  that  are  in
  effect to date, and such Restated Articles of Incorporation contain  no
  change in any provision thereof.

       2.      The corporation's Restated Articles of Incorporation  were
  adopted  by  resolution of  the  corporation's Board  of  Directors  on
  September 14, 1988.

       3.      The  corporation's  Articles  of  Incorporation  and   all
  amendments  and   supplements  thereto  (excluding  the  Statement   of
  Resolution  Establishing  series  A  cumulative  Convertible  Preferred
  stock  of the  corporation, filed  in the  office of  the Secretary  of
  State of Texas on Nay 18, 1987) are hereby superseded by the  following
  Restated  Articles of Incorporation  which accurately  copy the  entire
  text thereof:


                                ARTICLE ONE
                                -----------

       The name of the corporation is CARRINGTON LABORATORIES, INC.


                                ARTICLE TWO
                                -----------

       The period of its duration is perpetual.


                               ARTICLE THREE
                               -------------

       The  purpose  for  which  the  corporation  is  organized  is  the
  transaction of  any or all lawful  business for which corporations  may
  be incorporated under the Texas Business Corporation Act.
<PAGE>

                               ARTICLE FOUR
                               ------------

        1.General.

          (a) Authorized  Capital. the aggregate  number of shares  which
              the corporation  shall have authority  to issue is  Thirty-
              one  Million  (31,000,000), consisting  of  Thirty  Million
              (30,000,000) shares  of the par value  of One Cent  ($0.01)
              each,  to be  designated "Common  Stock," and  One  Million
              (1,000,000) shares of the par value of One Hundred  Dollars
              ($100.00) each,  to be designated  "Preferred Stock"  which
              may be divided into and issued in series.


          (b) Issuance.  Subject to  the provisions of  law and of  these
              Articles  of  Incorporation,  the  corporation  may   issue
              shares of any  class or series from  time to time for  such
              consideration (not less than the par value thereof) as  may
              be  fixed by  the Board  of Directors  of the  corporation.
              Shares so issued for which the consideration has been  paid
              or delivered to the corporation shall be deemed fully  paid
              shares  and shall  not be  liable to  any further  call  or
              assessment thereon,  and the holders  of such shares  shall
              not be liable for  any further payments in respect of  such
              shares.

        2.Common stock.

          (a) General.   Subject  to the  provisions of  law and  of  any
              series of  Preferred stock, dividends  may be  paid on  the
              outstanding shares  of Common Stock  at such  times and  in
              such amounts  as the  Board of  Directors shall  determine.
              Each share  of Common Stock shall  be entitled to one  vote
              on  each  matter  submitted to  a  vote  at  a  meeting  of
              shareholders.

          (b) Liquidation.   In   the   event   of   any   voluntary   or
              involuntary liquidation, dissolution or winding  up  of the
              corporation,  after payment  or  provision for  payment  of
              debts and amounts due under the provisions of this  Article
              Four to the holders of Preferred stock, the holders of  the
              Common Stock  shall be entitled  to share pro  rata in  the
              distribution of the remaining assets of the corporation.
<PAGE>
        3.Preferred Stock.

          (a) General.   Shares  of preferred  Stock may  be issued  from
              time to time in one or more series, and the shares of  each
              series shall  have such designations, powers,  preferences,
              rights,  qualifications, limitations  and  restrictions  as
              are stated  and expressed herein and  in the resolution  or
              resolutions  providing  for the  issuance  of  such  series
              adopted by the Board of Directors as hereinafter  provided.
              The holders  of Preferred Stock  shall not  be entitled  by
              virtue of  being such holders to  receive any dividends  or
              to  participate  in  any  distribution  of  assets  of  the
              corporation upon  any liquidation,  dissolution or  winding
              up of the  corporation beyond the dividend and  liquidation
              preferences with respect to such shares expressly  provided
              for herein or  in the resolution or resolutions adopted  by
              the board of Directors providing for the issuance  thereof.
              unless otherwise provided by any resolution or  resolutions
              adopted  by  the  Board  of  Directors  providing  for  the
              issuance of Preferred  stock, dividends on Preferred  Stock
              shall be  cumulative from the date  of issue and shall  not
              bear interest.

          (b) Authority  of  Directors  to  Issue  Series.  Authority  is
              hereby  expressly granted  to  the Board  of  Directors  to
              authorize  the issuance  of Preferred  Stock from  tine  to
              time  in one  or more  Series, and,  with respect  to  each
              series  of Preferred  Stock, to  fix and  determine by  the
              resolution  or  resolutions  from  time  to  time   adopted
              providing for the issuance thereof the number of shares  to
              constitute the series  and the designation thereof and  any
              one or  more of the following  rights and preferences:  (A)
              the rate  of dividend payable with  respect to such  shares
              and the  dates, terms and  other conditions  on which  such
              dividends shall be payable, (B) the nature of the  dividend
              payable  with  respect   to  such  shares  as   cumulative,
              noncumulative  or partially  cumulative, (C)  the price  at
              and the  terms and conditions on  which such shares may  be
              redeemed,  (D) the  amount payable  on such  shares in  the
              event of  involuntary liquidation, (E)  the amount  payable
              on such shares  in the event of voluntary liquidation,  (F)
              sinking  fund provisions  (if any)  for the  redemption  or
              purchase of such shares, (G) the securities into which  and
              the  terms and  conditions  on  which such  shares  may  be
              converted, if such shares are issued with the privilege  of
              conversion,  (H) voting  rights  (including the  number  of
              votes per share, the  matters on which the shares can  vote
              and  any   contingency  which  makes   the  voting   rights
              effective), and (I)  subject to the provisions of law,  the
              repurchase obligations of  the corporation with respect  to
              such shares.  The shares of each series of Preferred  Stock
              may vary  from the shares  of any other  series thereof  in
              any  or all.  of  the foregoing  respects.   The  Board  of
              Directors may increase the number of shares designated  for
              any existing  series by  adding to  such series  authorized
              and unissued  shares not designated  for any other  series.
              The Board  of Directors may decrease  the number of  shares
              designated  for any  existing  series by  subtracting  from
              such  series unissued  shares designated  for such  series,
              and  the  shares so  subtracted  shall  be  authorized  and
              unissued shares of preferred stock.
<PAGE>

                               ARTICLE FIVE
                               ------------

  The corporation will. not commence business  until it has received  for
  the issuance  of its  shares consideration  of the  value of  $1,000.00
  consisting of money, labor done, or property actually received.


                                ARTICLE SIX
                                -----------

  No shareholder  or  other  person shall  have  any  pre-emptive  rights
  whatsoever.


                               ARTICLE SEVEN
                               -------------

  Directors shall be elected by  plurality vote. Cumulative voting  shall
  not be permitted.


                               ARTICLE EIGHT
                               -------------

  The shareholders of  the corporation hereby  delegate to  the Board  of
  Directors power to adopt.  alter, amend, or repeal  the By-Laws of  the
  corporation; such power shall be deemed to be vested exclusively in the
  Board of Directors and shall not be exercised by the shareholders.



                               ARTICLE NINE
                               ------------

  If the By_Laws so provide, the Board of Directors may designate two  or
  more of  their  number  to constitute  an  Executive  Committee,  which
  committee shall for the time being, as provided in the By-Laws of  this
  corporation, have and exercise any or all of the powers of the board of
  Directors in  the  management  of the  business  and  affairs  of  this
  corporation, and have power to authorize the seal. of this  corporation
  to be affixed to all papers which may require it.
<PAGE>

                                ARTICLE TEN
                                -----------

  No contract or other transaction between the corporation and any  other
  firm or corporation shall be affected  or invalidated by the fact  that
  any one or more of the Directors  or officers of the corporation is  or
  are interested in  or is a  member. Director, officer,  or officers  of
  such other firm or  corporation or, individually or  jointly, may be  a
  party or parties to or may be interested in any contract or transaction
  of the corporation or  in which the corporation  is interested; and  no
  contract, act or transaction of the corporation with any person,  firm,
  corporation or association shall be affected or invalidated by the fact
  that  any  Director  or  Directors  or  officer  or  officers  of   the
  corporation is  a  patty  or  are parties  to  or  interested  in  such
  contract, act or transaction, or in any way connected with such person,
  firm, corporation or  association, and each  and every  person who  nay
  become a Director or officer of the corporation is hereby relieved,  as
  far as  is  legally  permissible,  from,  any  disability  which  might
  otherwise prevent him, or any firm, corporation or association in which
  he may in any way be interested, from so acting.


                              ARTICLE ELEVEN
                              --------------

  The post office address of the corporation's present registered  office
  is 1300 East Rochelle Blvd., Irving,  Texas 75062, and the name of  its
  present registered agent at such address is Clinton B. Howard.

<PAGE>
                               ARTICLE TWELVE
                               --------------

  The number of Directors constituting the present Board of Directors  is
  six, and the names  and addresses of  the persons who  are to serve  as
  Directors until the next  annual meeting of  the shareholders or  until
  their successors are elected and qualified are:


                  Name                      Address
                  ----                      -------



       Thomas J. Marquez              1300 East Rochelle Blvd.
                                      Irving, TX 75062

       Clinton H. Howard              1300 East Rochelle Blvd.
                                      Irving, TX 75062

       Herbert H. McDade, Jr.         50 Main St., Suite 1000
                                      White Plains, NY 10606

       Dale S. Vranes                 750 N. St. Paul, Suite 1640
                                      Dallas, TX 75201

       Hubert C. Peltier. M.D.        9 Rum, Row
                                      Salem, SC 29676

       Bill H. McAnalley, Ph.D.       1300 East Rochelle Blvd.
                                      Irving, TX 75062



                             ARTICLE THIRTEEN
                             ----------------

  The names and addresses of the incorporators are:

                             Dan N. Cain
                             2605 Republic National Bank Tower
                             Dallas, Texas 75201

                             Mark Davenport
                             2605 Republic National Bank Tower
                             Dallas, Texas 75201

                             Marsha Eubank
                             2605 Republic National Bank Tower
                             Dallas, Texas 75201

<PAGE>
                             ARTICLE FOURTEEN
                             ----------------

  Subject to the limitations provided by applicable law, the  corporation
  shall have, in addition to all rights and powers provided by applicable
  law, the right and power to purchase, directly or indirectly, shares of
  its own capital stock  to the extent of  the aggregate of  unrestricted
  capital surplus available therefor  and unrestricted reduction  surplus
  available therefor.


                             ARTICLE FIFTEEN
                             ---------------

  To the fullest extent permitted by  applicable law, no Director of  the
  corporation shall  be  personally  liable to  the  corporation  or  its
  shareholders for  monetary damages  for any  act  or omission  in  such
  Director's capacity as a  Director, except that  this Article does  not
  eliminate or limit the liability of a Director for (i) a breach of such
  Director's duty of loyalty to the corporation or its shareholders; (ii)
  an act  or omission  not in  good faith  or that  involves  intentional
  misconduct or a knowing violation of the law; (iii) a transaction  from
  which such Director received  an improper benefit,  whether or not  the
  benefit resulted  from  an  action  taken  within  the  scope  of  such
  Director's office; (iv) an act or omission for which the liability of a
  director is expressly provided for by statutes or (v) an act related to
  an unlawful stock repurchase or payment of a dividend.


  IN  WITNESS  WREREOF,  the  corporation  has  executed  these  Restated
  Articles of incorporation on September 14, 1988.

                                    CARRINGTON LABORATORIES, INC.


                                    By  /s/ Clinton H. Howard
                                        ----------------------
                                        Clinton H. Howard, President