EXHIBIT 4.2

           AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT


      This AMENDMENT NO.  1 TO AMENDED  AND RESTATED  RIGHTS AGREEMENT  (THIS
 "AMENDMENT NO.  1"),  dated as  of  December 17,  2003,  between  CARRINGTON
 LABORATORIES, INC., a Texas corporation (the "Company"), and AMERICAN  STOCK
 TRANSFER & TRUST COMPANY, as rights agent (the "Rights Agent").

                                 WITNESSETH:

      WHEREAS, the  Company and  Rights Agent  entered  into an  Amended  and
 Restated Rights  Agreement  dated  as  of  October  15,  2001  (the  "Rights
 Agreement"); and

      WHEREAS, pursuant to Section  27 of the  Rights Agreement, the  Company
 desires to amend the Rights Agreement as set forth below;

      NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

      Section 1.     Defined Terms.   Unless  otherwise specifically  defined
 herein, each term used herein which  is defined in the Rights Agreement  has
 the meaning assigned to such term in the Rights Agreement.

      Section 2.     Certain Definitions. The definition of "Purchase  Price"
 contained in Section 1 is hereby amended in its entirety to read as follows:

           "'Purchase Price'  with  respect  to each  Right shall mean
      $100.00, as  such amount  may from  time to  time be adjusted as
      provided herein, and  shall be payable  in lawful   money of the
      United States of America.  All references herein to the Purchase
      Price shall mean the  Purchase Price as in effect at the time in
      question."

 Further, each reference to "hereof", "herein"  and  "hereby" and each  other
 similar reference  and each  reference to  "this Agreement"  and each  other
 similar reference  contained  in  the Rights  Agreement  shall,  after  this
 AMENDMENT NO. 1 becomes effective, refer to the Rights Agreement as  amended
 hereby.

      Section 3.     Form of Right Certificate B Exhibit B.  The reference to
 $20.00 contained  in  Exhibit B  to  the  Rights Agreement  (Form  of  Right
 Certificate), is hereby amended to read "$100.00."

      Section 4.     Summary of Rights to Purchase Preferred Stock B  Exhibit
 C.   Exhibit  C to  the  Rights Agreement  (Summary  of Rights  to  Purchase
 Preferred Stock)  is hereby  amended to  change all  references to  "Amended
 Rights Agreement" currently  in the third  paragraph to "Rights  Agreement,"
 and to add  a new paragraph  immediately following the  third paragraph,  to
 read  in its entirety as follows:

      "On December 16, 2003, the Board of Directors of the Company authorized
 an amendment to the  Rights Agreement, and approved  Amendment No. 1 to  the
 Rights Agreement, which was executed effective as of December 17, 2003  (the
 Rights Agreement, as amended by Amendment No. 1 thereto, the "Amended Rights
 Agreement") by the Company and  the Rights Agent.   The sole change made  by
 Amendment No. 1 to the Rights Agreement is to increase the Initial  Purchase
 Price for one one-hundredth of a Preferred Share from $20.00 to $100.00 (the
 "Purchase Price"), subject to adjustment."

 Further, the last paragraph to Exhibit C to  the Rights Agreement is amended
 in its entirety to read as follows:

      "A  copy  of  the  Rights  Agreement   is  filed  as  Exhibit  4.1   to
 Post-Effective Amendment No.  2 to the  Company's Registration Statement  on
 Form 8-A and is incorporated herein by reference.  A copy of Amendment No. 1
 to the Rights Agreement is filed as Exhibit 4.2 to Post-Effective  Amendment
 No.  3  to  the  Company's  Registration  Statement  on  Form  8-A  and   is
 incorporated herein by reference.

      This summary description of the Rights does not purport to be  complete
 and is  qualified  in  its  entirety by  reference  to  the  Amended  Rights
 Agreement."

 Section 5.    Effectiveness.  This AMENDMENT NO. 1 shall be deemed effective
 as  December 17, 2003,  as if executed by both parties  hereto on such date.
 Except  as amended hereby,  the Rights Agreement shall remain  in full force
 and effect and shall be otherwise unaffected hereby.

 Section 6.   Miscellaneous.   This AMENDMENT  NO. 1  shall be deemed to be a
 contract made under  the laws of  the State  of Texas and  for all  purposes
 shall be governed by and construed in accordance with the laws of such state
 applicable to contracts to be made and performed entirely within such state.
 This AMENDMENT NO.  1 may be executed in any number of counterparts, each of
 which  shall  for  all  purposes  be  deemed to be an original, and all such
 counterparts shall together constitute but  one and the same instrument.  If
 any  term, provision, covenant,  or restriction of  this  AMENDMENT NO. 1 is
 held by a court of competent jurisdiction or other authority to  be invalid,
 illegal, or unenforceable, the remainder of the terms, provisions, covenants
 restrictions of this  AMENDMENT NO. 1 shall remain in full  force and effect
 and shall in no way be affected, impaired, or invalidated.


   [Remainder of Page Intentionally Left Blank.  Signature Page to Follow.]

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1
 to be duly executed as of the date first set forth above.

 CARRINGTON LABORATORIES, INC         AMERICAN STOCK TRANSFER & TRUST COMPANY


 By: /s/ Carlton E. Turner            By: /s/ Herbert J. Lemmer
 Carlton E. Turner, Ph.D., D.Sc.          Herbert J. Lemmer
 President and Chief Executive Officer    Vice President  &
                                          General Counsel