Exhibit 3.3

                          STATEMENT OF RESOLUTION

                       ESTABLISHING AND DESIGNATING

                         SERIES D PREFERRED STOCK

                                     of

                       CARRINGTON LABORATORIES, INC.




         To the Secretary of State
          of the State of Texas:

              Pursuant to the provisions of Article  2.13  of  the  Texas
         Business Corporation Act,  and pursuant to  Article Four of  its
         Articles   of   Incorporation,   the   undersigned,   Carrington
         Laboratories, Inc., a corporation  organized and existing  under
         the Texas  Business Corporation  Act,  as amended  (the  Company
         hereby submits  the  following  statement  for  the  purpose  of
         establishing and  designating 300,000  shares of  its  Preferred
         Stock, par value  $100 per share, as "Series D Preferred  Stock"
         (the "Series D Shares") and fixing and determining the  relative
         rights thereof:

              1.   The name of the corporation is Carrington
                   Laboratories, Inc.

              2.   Attached hereto as Annex I is a true and correct  copy
                   of the  resolution  establishing  and  designating the
                   Series  D  Shares  and  fixing  and  determining   the
                   relative rights and preferences thereof.

              3.   Such resolution  was  duly  adopted by  the  Board  of
                   Directors of the Company on September 19, 1991.


              Dated; September 19, 1991.

                                          CARRINGTON LABORATORIES, NC

                                          By: /s/ Dennis F. Wilson
                                              ------------------------
                                              Dennis F. Wilson,
                                              Executive Vice President
                                              and Secretary

<PAGE>

                                                                  Annex I


                   RESOLUTION OF THE BOARD OF DIRECTORS
                     OP CARRINGTON LABORATORIES, INC.


       RESOLVED, that pursuant to  the authority vested  in the Board  of
  Directors of the Company in accordance with provisions of its  Articles
  of Incorporation,  (a)  the  Board of  Directors  does  hereby  create,
  authorize and  provide  for the  issuance,  upon the  exercise  of  the
  Rights, of a series of Preferred Stock of the Company to be  designated
  "Series D Preferred Stock"  (hereinafter referred to  as the "Series  D
  Preferred Stock"), initially consisting of 300,000 shares, and (b)  the
  Board  of  Directors  does  also  hereby   (to  the  extent  that   the
  designations,   preferences.    limitations   and    relative    rights
  (collectively, the "Terms")  of the Series  D Preferred  Stock are  not
  stated and expressed in the Articles of Incorporation and to the extent
  that if  such  Terms  are  slated  or  expressed  in  the  Articles  of
  Incorporation but the  Articles of  Incorporation permit  the Board  of
  Directors to otherwise  fix and state  such Terms) fix  and state  such
  designations, preferences, limitations and relative rights thereof,  as
  follows:

       Section  1. Designation  and  Amount. The  shares of  such  series
  shall be designated as  "Series D Preferred Stock", par value $100  per
  share  (the "Series  D  Preferred Stock"),  and  the number  of  shares
  constituting   the  Series  D   Preferred  Stock   shall  be   300,000.
  Notwithstanding  the provisions  of Section  Q hereof,  such number  of
  shares  may be increased  or decreased by  resolution of  the Board  of
  Directors; provided that no decrease shall reduce the number of  shares
  of Series D Preferred Stock to a number less than the number of  shares
  then outstanding plus the  number of Shares reserved for issuance  upon
  the  exercise of outstanding  options, rights or  warrants or upon  the
  conversion  of  any  outstanding  securities  issued  by  the   Company
  convertible into Series D Preferred Stock.

       Section 2. Dividends. Subject to the prior and superior rights  of
  the  holders of any  shares of any  series of  Preferred Stock  ranking
  prior  and superior  to the  shares of  Series D  Preferred Stock  with
  respect to dividends, the holders of Series D Preferred Stock shall  be
  entitled  to  receive,  when,  as and  if  declared  by  the  Board  of
  Directors, out  of funds legally available therefor, dividends  payable
  in cash. stock or otherwise.
<PAGE>
       Section  3.  Voting Rights.  The holders  of  shares of  Series  D
  Preferred Stock shall have the following voting rights:

         (A)  Subject to  the provision  for adjustment  hereinafter  set
       forth, each  share of Series D  Preferred Stock shall entitle  the
       holder thereof to 100 votes on all matters submitted to a vote  of
       the shareholders  of the Company. In  the event the Company  shall
       at  any time  declare or  pay  any dividend  on the  Common  Stock
       payable  in shares of  Common Stock,  or effect  a subdivision  or
       combination or  consolidation of the outstanding shares of  Common
       Stock  (by reclassification  or  otherwise than  by payment  of  a
       dividend  in shares  of Common  Stock) into  a greater  or  lesser
       number  of shares  of Common  Stock, then  in each  such case  the
       number of votes per  share to which holders of shares of Series  D
       Preferred  Stock were  entitled immediately  prior to  such  event
       shall be  adjusted by multiplying such  number by a fraction,  the
       numerator  of  which is  the  number  of shares  of  common  Stock
       outstanding immediately  after such event  and the denominator  of
       which  is  the  number  of  shares  of  Common  Stock  that   were
       outstanding immediately prior to such event.

         (B)  Except  as  otherwise   provided  herein,   in  any   other
       Statement of  Resolution creating a series  of Preferred Stock  or
       any similar  stock, or by law, the holders  of shares of Series  D
       Preferred Stock and the holders of shares of Common Stock and  any
       other capital  stock of the Company  having general voting  rights
       shall vote  together as one  class on all  matters submitted to  a
       vote of shareholders of the Company.

         (C)  Except as  set forth herein,  or as  otherwise provided  by
       law,  holders of Series  D Preferred Stock  shall have no  special
       voting rights, and their consent Shall not be required (except  to
       the extent they are entitled to vote with holders of Common  Stock
       as set forth herein) for taking any corporate action.

       Section  4. Preacquired Shares. Any  shares of Series D  Preferred
  Stock  purchased or otherwise  acquired by  the Company  in any  manner
  whatsoever   shall  be  retired   and  canceled   promptly  after   the
  acquisition  thereof. All  such shares  shall upon  their  cancellation
  become  authorized but unissued  shares of Preferred  Stock and may  be
  reissued as  part of a new  series of Preferred  Stock, subject to  the
  conditions  and  restrictions on  issuance  set forth  herein,  in  the
  Articles  of Incorporation,  or in  any other  Statement of  Resolution
  creating  a  series of  Preferred  Stock or  any  similar stock  or  as
  otherwise required by law,
<PAGE>
       Section  5.  Liquidation,  Dissolution or  Winding  Up.  Upon  any
  liquidation, dissolution or winding up of the Company, no  distribution
  shall  be made (1)  to the holders  of shares of  stock ranking  junior
  (either  as to dividends  or upon liquidation,  dissolution or  winding
  up) to the Series D Preferred Stock unless, prior thereto, the  holders
  of  shares of Series  D Preferred Stock  shall have  received $100  per
  share, provided that the holders of shares of Series D Preferred  Stock
  shall be entitled to receive an aggregate amount per share, subject  to
  the provision for adjustment hereinafter set forth, equal to 100  times
  the aggregate amount to  be distributed per share to holders of  shares
  of Common Stock, or (2) to the holders of shares of stock ranking on  a
  parity  (either as  to dividends  or upon  liquidation, dissolution  or
  winding up)  with the Series 2)  Preferred Stock, except  distributions
  made ratably on the Series D Preferred Stock and all such parity  stock
  in proportion  to the total amounts  to which the  holders of all  such
  shares are entitled  upon such liquidation, dissolution or winding  up.
  In the event the Company shall at any time declare or pay any  dividend
  on  the Common Stock  payable in shares  of Common Stock,  or effect  a
  subdivision or  combination or consolidation of the outstanding  shares
  of Common Stock (by reclassification or otherwise than by payment of  a
  dividend in shares of Common Stock) into a greater or lesser number  of
  shares of Common Stock, then in each such case the aggregate amount  to
  which  holders of  shares of  Series D  Preferred Stock  were  entitled
  immediately prior to such event under the proviso in clause (1) of  the
  preceding sentence  shall be adjusted by  multiplying such amount by  a
  fraction  the numerator  of which  is the  number of  shares of  Common
  Stock outstanding immediately  after such event and the denominator  of
  which as  the number of  shares of Common  Stock that were  outstanding
  immediately prior to such event.

       Section 6.  Consolidation, Merger, etc. In case the Company  shall
  enter into any consolidation, merger, combination or other  transaction
  in which the shares  of Common Stock are exchanged for or changed  into
  other stock or securities, cash and/or any other property, then in  any
  such  case each share  of Series D  Preferred Stock shall  at the  same
  time  be similarly  exchanged  or changed  into  an amount  per  share,
  subject to  the provision for adjustment  hereinafter set forth,  equal
  to  100 times the  aggregate amount of  stock, securities, cash  and/or
  any other  property (payable in kind), as the  case may be, into  which
  or for  which each share of  Common Stock is  changed or exchanged.  In
  the event the Company shall at any time declare or pay any dividend  on
  the  Common  Stock payable  in  shares of  Common  Stock, or  effect  a
  subdivision or  combination or consolidation of the outstanding  shares
  of Common Stock (by reclassification or otherwise than by payment of  a
  dividend in shares of Common Stock) into a greater or lesser number  of
  shares of Common Stock, then in each such case the amount set forth  in
  the  preceding sentence  with  respect to  the  exchange or  change  of
  shares  of Series D  Preferred Stock shall  be adjusted by  multiplying
  such  amount by a  fraction, the numerator  of which is  the number  of
  shares  of Common Stock  outstanding immediately after  such event  and
  the denominator of which  is the number of shares of Common Stock  that
  were outstanding immediately prior to such event.
<PAGE>
       Section 7,  No Redemption. The shares of Series D Preferred  Stock
  shall not be redeemable.

       Section  8. Rank. The Series D  Preferred Stock shall rank  junior
  to all other Series  of the Company's Preferred Stock as to payment  of
  dividends and the  distribution of assets on liquidation or  otherwise,
  unless  the terms  of  any such  series  shall provide  otherwise.  The
  Series  D Preferred Stock  shall rank  senior to  the Company's  Common
  Stock as to the distribution of assets on liquidation or otherwise.

       Section  9.  Amendment.  The  Articles  of  Incorporation  of  the
  Company  shall not  be amended  in any  manner which  would  materially
  alter  or change  the  powers, preferences  or  special rights  of  the
  Series D  Preferred Stock so  as to affect  them adversely without  the
  affirmative  vote  of  the  holders  of  at  least  two-thirds  of  the
  outstanding shares  of Series D Preferred  Stock. voting together as  a
  single class.

       Section  10. Fractional Shares.  Series D Preferred  Stock may  be
  issued in fractions of a share which shall entitle the holder  thereof,
  in proportion  to such holder's fractional  shares, to exercise  voting
  rights, receive  dividends, participate in  distributions and have  the
  benefit  of  all of  the  rights  of holders  of  shares  of  Series  D
  Preferred Stock.