EXHIBIT 4.2


 THIS WARRANT AND  THE COMMON STOCK  ISSUABLE UPON EXERCISE  OF THIS  WARRANT
 HAVE NOT BEEN REGISTERED UNDER  THE SECURITIES ACT OF 1933, AS AMENDED  (THE
 "SECURITIES ACT"),  OR  ANY  STATE  SECURITIES LAW  AND  MAY  NOT  BE  SOLD,
 TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE  SECURITIES
 ACT AND UNDER  APPLICABLE STATE SECURITIES  LAWS OR THE  COMPANY SHALL  HAVE
 RECEIVED AN OPINION OF  COUNSEL THAT REGISTRATION  OF SUCH SECURITIES  UNDER
 THE SECURITIES ACT AND UNDER THE  PROVISIONS OF APPLICABLE STATE  SECURITIES
 LAWS IS NOT REQUIRED.

 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE
 SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER  CONTAINED IN A PROMISSORY  NOTE
 AND WARRANT  PURCHASE AGREEMENT  AMONG THE  COMPANY  AND THE  PARTIES  NAMED
 THEREIN ON  ITS SCHEDULE  1. A  COPY OF  SUCH AGREEMENT  AND ALL  APPLICABLE
 AMENDMENTS THERETO WILL  BE FURNISHED BY  THE COMPANY TO  THE HOLDER  HEREOF
 WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF
 BUSINESS OR REGISTERED OFFICE.

                    SERIES A COMMON STOCK PURCHASE WARRANT

                        CARRINGTON LABORATORIES, INC.


 Number of Warrant Shares:                          Warrant No.:CSW-A-_____


      THIS SERIES A COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
 that, for value received, [_________________](the "Holder"), is entitled,
 upon the terms and subject to the limitations on exercise and the conditions
 hereinafter set forth, at any time on or after the date hereof (the "Initial
 Exercise Date") and on or prior to the close of business on the fourth
 anniversary of the Initial Exercise Date (the "Termination Date") but not
 thereafter, to subscribe for and purchase from Carrington Laboratories,
 Inc., a Texas corporation (the "Company"), up to the number of warrant
 shares set forth above (the "Warrant Shares") of Common Stock, par value
 $.01 per share, of the Company (the "Common Stock"). The purchase price of
 one share of Common Stock under this Warrant shall be equal to the Exercise
 Price, as defined in Section 2(b).

      Section 1. Definitions.  Capitalized terms used and not otherwise
 defined herein shall have the meanings set forth in that certain Promissory
 Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of
 November 18, 2005, among the Company and the parties named therein on its
 Schedule 1.

      Section 2. Exercise.

           (a) Exercise of Warrant.

                (i)  Exercise of the purchase rights represented by this
 Warrant may be made, in whole or in part, at any time or times on or after
 the Initial Exercise Date and on or before the Termination Date by delivery
 to the Company at its principal office of a duly executed facsimile copy of
 the Notice of Exercise Form annexed hereto (or such other office or agency
 of the Company as it may designate by notice in writing to the registered
 Holder at the address of such Holder appearing on the books of the Company);
 provided, however, within five Trading Days (as defined below) of the date
 said Notice of Exercise is delivered to the Company, the Holder shall have
 surrendered this Warrant to the Company and the Company shall have received
 payment of the aggregate Exercise Price of the shares thereby purchased by
 wire transfer or cashier's check drawn on a United States bank.  "Trading
 Day" means any day on which the primary market on which shares of Common
 Stock are listed or quoted is open for trading.

                (ii)  In the event that the Closing Price (defined
 below) shall be greater than or equal to $10.00 per share for twenty (20)
 consecutive Trading Days (the "Acceleration Period"), the Termination Date
 of this Warrant shall be accelerated to the later to occur of (i) the tenth
 Business Day following the date on which the Holder receives written notice
 of such event from the Company and (ii) five (5) calendar days after the
 Company gives the Holder written notice of such event triggering the
 Acceleration Period.

           (b) Exercise Price.  The exercise price per share of the Common
 Stock under this Warrant shall be $5.00, which equals the greater of (i)
 the closing bid price for shares of the Common Stock on the Nasdaq National
 Market (the "Closing Price" or in the case in the future the last sale price
 on the primary Trading Market for the Common Stock) for the Trading Day
 immediately preceding the execution and delivery of the Purchase Agreement
 as reported by Bloomberg Financial L.P. plus $0.75, (ii) the Market Price
 (defined below) for the Trading Day immediately preceding the execution and
 delivery of the Purchase Agreement plus $0.75 and (iii) $5.00, subject to
 adjustment hereunder (the "Exercise Price").

           "Market Price" means, for any date, the price determined by the
 first of the following clauses that applies: (a) if the Common Stock is
 then listed or quoted on a the Nasdaq National Market, the New York Stock
 Exchange or the American Stock Exchange (each, a "Trading Market"), the
 daily volume weighted average price of the Common Stock for such date (or
 the nearest preceding date) on the Trading Market on which the Common Stock
 is then listed or quoted as reported by Bloomberg Financial L.P. (based on a
 Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if
 the Common Stock is not then listed or quoted on a Trading Market and if
 prices for the Common Stock are then quoted on the OTC Bulletin Board, the
 volume weighted average price of the Common Stock for such date (or the
 nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock
 is not then listed or quoted on the OTC Bulletin Board and if prices for the
 Common Stock are then reported in the "Pink Sheets" published by the Pink
 Sheets, LLC (or a similar organization or agency succeeding to its functions
 of reporting prices), the most recent bid price per share of the Common
 Stock so reported; or (d) in all other cases, the fair market value of a
 share of Common Stock as determined by an independent appraiser selected in
 good faith by the Holder and reasonably acceptable to the Company.

           (c) Mechanics of Exercise.

                (i)  Authorization of Warrant Shares.  The Company covenants
 that all Warrant Shares which may be issued upon the exercise of the
 purchase rights represented by this Warrant will, upon exercise of the
 purchase rights represented by this Warrant, be duly authorized, validly
 issued, fully paid and nonassessable.

                (ii)  Delivery of Certificates Upon Exercise.  Certificates
 for shares purchased hereunder shall be transmitted by the transfer agent
 of the Company to the Holder by crediting the account of the Holder's prime
 broker with the Depository Trust Company through its Deposit Withdrawal At
 Custodian ("DWAC") system if the Company is a participant in such system,
 and otherwise by physical delivery to the address specified by the Holder
 in the Notice of Exercise within three Business Days from the delivery to
 the Company of the Notice of Exercise Form, surrender of this Warrant and
 payment of the aggregate Exercise Price as set forth above ("Warrant Share
 Delivery Date").  This Warrant shall be deemed to have been exercised on the
 date the Exercise Price is received by the Company. The Warrant Shares shall
 be deemed to have been issued, and Holder or any other person so designated
 to be named therein shall be deemed to have become a holder of record of
 such shares for all purposes, as of the date the Warrant has been exercised
 by payment to the Company of the Exercise Price and all taxes required to
 be paid by the Holder, if any, pursuant to Section 2(c)(v) prior to the
 issuance of such shares, have been paid.

                (iii)  Delivery of New Warrants Upon Exercise.  If this
 Warrant shall have been exercised in part, the Company shall, at the time
 of delivery of the certificate or certificates representing Warrant Shares,
 deliver to Holder a new Warrant evidencing the rights of Holder to purchase
 the unpurchased Warrant Shares called for by this Warrant, which new Warrant
 shall in all other respects be identical with this Warrant.

                (iv)  No Fractional Shares or Scrip. No fractional shares or
 scrip representing fractional shares shall be issued upon the exercise of
 this Warrant. As to any fraction of a share which Holder would otherwise
 be entitled to purchase upon such exercise, the Company shall pay a cash
 adjustment in respect of such final fraction in an amount equal to such
 fraction multiplied by the Exercise Price.

                (v) Charges, Taxes and Expenses. Issuance of certificates for
 Warrant Shares shall be made without charge to the Holder for any issue or
 transfer tax or other incidental expense in respect of the issuance of such
 certificate, all of which taxes and expenses shall be paid by the Company,
 and such certificates shall be issued in the name of the Holder or in such
 name or names as may be directed by the Holder; provided, however, that in
 the event certificates for Warrant Shares are to be issued in a name other
 than the name of the Holder, this Warrant when surrendered for exercise
 shall be accompanied by the Assignment Form attached hereto duly executed by
 the Holder; and the Company may require, as a condition thereto, the payment
 of a sum sufficient to reimburse it for any transfer tax incidental thereto.

                (vi)  Closing of Books. The Company will not close its
 stockholder books or records in any manner which prevents the timely
 exercise of this Warrant, pursuant to the terms hereof.

      Section 3. Certain Adjustments.

           (a) Stock Dividends and Splits. If the Company, at any time while
 this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
 distribution or distributions on shares of its Common Stock or any other
 equity or equity equivalent securities payable in shares of Common Stock,
 (B) subdivides outstanding shares of Common Stock into a larger number of
 shares, (C) combines (including by way of reverse stock split) outstanding
 shares of Common Stock into a smaller number of shares, or (D) issues by
 reclassification of shares of the Common Stock any shares of capital stock
 of the Company, then in each case the Exercise Price shall be multiplied by
 a fraction of which the numerator shall be the number of shares of Common
 Stock (excluding treasury shares, if any) outstanding immediately before
 such event and of which the denominator shall be the number of shares of
 Common Stock outstanding immediately after such event and the number of
 shares issuable upon exercise of this Warrant shall be proportionately
 adjusted. Any adjustment made pursuant to this Section 3(a) shall become
 effective immediately upon the date and time a dividend or distribution is
 made or after the effective date in the case of a subdivision, combination
 or reclassification.

           (b) Pro Rata Distributions.  If the Company, at any time prior to
 the Termination Date, shall distribute to all holders of Common Stock (and
 not to Holders of the Warrants) evidences of its indebtedness or assets
 (including cash and cash dividends) or rights or warrants to subscribe
 for or purchase any security other than the Common Stock (which shall be
 subject to Section 3(b)), then in each such case the Exercise Price shall
 be adjusted by multiplying the Exercise Price in effect immediately prior to
 the record date fixed for determination of stockholders entitled to receive
 such distribution by a fraction of which the denominator shall be the Market
 Price determined as of the record date mentioned above, and of which the
 numerator shall be such Market Price on such record date less the then per
 share fair market value at such record date of the portion of such assets or
 evidence of indebtedness so distributed applicable to one outstanding share
 of the Common Stock as determined by the Board of Directors in good faith.
 In either case the adjustments shall be described in a statement provided
 to the Holder of the portion of assets or evidences of indebtedness so
 distributed or such subscription rights applicable to one share of Common
 Stock. Such adjustment shall be made whenever any such distribution is made
 and shall become effective immediately after the record date mentioned
 above.

           (c) Calculations. All calculations under this Section 3 shall be
 made to the nearest cent or the nearest 1/100th of a share, as the case may
 be. For purposes of this Section 3, the number of shares of Common Stock
 deemed to be issued and outstanding as of a given date shall be the sum of
 the number of shares of Common Stock (excluding treasury shares, if any)
 issued and outstanding.

           (d) Other Equitable Adjustments.  Upon such events described in
 Section 3(a) and (b), all other items derived from the number of shares
 outstanding or the price of the Common Stock, including without limitation
 the Acceleration Period, shall be equitably adjusted,

           (e) Notice to Holders.

                (i) Adjustment to Exercise Price.  Whenever the Exercise
 Price is adjusted pursuant to this Section 3, the Company shall promptly
 mail to each Holder a notice setting forth the Exercise Price after such
 adjustment and setting forth a brief statement of the facts requiring such
 adjustment.

                (ii)  Notice to Allow Exercise by Holder. If (A) the Company
 shall declare a dividend (or any other distribution) on the Common Stock;
 (B) the Company shall declare a special nonrecurring cash dividend on or a
 redemption of the Common Stock; (C) the Company shall authorize the granting
 to all holders of the Common Stock rights or warrants to subscribe for or
 purchase any shares of capital stock of any class or of any rights; (D) the
 approval of any stockholders of the Company shall be required in connection
 with any reclassification of the Common Stock, any consolidation or
 merger to which the Company is a party, any sale or transfer of all or
 substantially all of the assets of the Company, of any compulsory share
 exchange whereby the Common Stock is converted into other securities, cash
 or property; (E) the Company's board of directors shall approve a tender
 or exchange offer for the Company's Common Stock or the Company receives
 written notice of a third party's intention to commence a tender offer for
 the Company's Common Stock; or (F) the Company shall authorize the voluntary
 or involuntary dissolution, liquidation or winding up of the affairs of the
 Company; then, in each case, the Company shall cause to be mailed to the
 Holder at its last address as it shall appear upon the Warrant Register of
 the Company, at least 20 calendar days prior to the applicable record or
 effective date hereinafter specified, a notice stating (1) the date on which
 a record is to be taken for the purpose of such dividend, distribution,
 redemption, rights or warrants, or if a record is not to be taken, the date
 as of which the holders of the Common Stock of record to be entitled to such
 dividend, distributions, redemption, rights or warrants are to be determined
 or (2) the date on which such reclassification, consolidation, merger, sale,
 transfer or share exchange is expected to become effective or close, and the
 date as of which it is expected that holders of the Common Stock of record
 shall be entitled to exchange their shares of the Common Stock for
 securities, cash or other property deliverable upon such reclassification,
 consolidation, merger, sale, transfer or share exchange; provided, that the
 failure to mail such notice or any defect therein or in the mailing thereof
 shall not affect the validity of the corporate action required to be
 specified in such notice. The Holder is entitled to exercise this Warrant
 during the 20-day period commencing on the date of such notice to the
 effective date of the event triggering such notice.

      Section 4. Transfer of Warrant.

           (a) Transferability. Subject to compliance with any applicable
 securities laws and the conditions set forth in Sections 5(a) and 4(c)
 hereof and to the provisions of Section 4.1 of the Purchase Agreement, this
 Warrant and all rights hereunder are transferable in whole upon surrender of
 this Warrant at the principal office of the Company, together with a written
 assignment of this Warrant substantially in the form attached hereto duly
 executed by the Holder or its agent or attorney and funds sufficient to pay
 any transfer taxes payable upon the making of such transfer. Upon such
 surrender and, if required, such payment, the Company shall execute and
 deliver a new Warrant or Warrants in the name of the assignee.

           (b) Warrant Register. The Company shall register this Warrant,
 upon records to be maintained by the Company for that purpose (the "Warrant
 Register"), in the name of the record Holder hereof from time to time. The
 Company may deem and treat the registered Holder of this Warrant as the
 absolute owner hereof for the purpose of any exercise hereof or any
 distribution to the Holder, and for all other purposes, absent actual
 notice to the contrary.

           (c) Transfer Restrictions.  The Company may require, as a
 condition of allowing a transfer of this Warrant that the Holder or
 transferee of this Warrant, as the case may be, furnish to the Company a
 written opinion of counsel (which opinion shall be in form, substance and
 scope customary for opinions of counsel in comparable transactions) to
 the effect that such transfer may be made without registration under the
 Securities Act and under applicable state securities or blue sky laws,
 (ii) that the holder or transferee execute and deliver to the Company an
 investment letter in form and substance acceptable to the Company, and
 (iii) that the transferee be an "accredited investor" as defined in
 Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
 Securities Act or a qualified institutional buyer as defined in Rule 144A(a)
 under the Securities Act.

      Section 5. Miscellaneous.

           (a) Title to Warrant.  Prior to the Termination Date and subject
 to compliance with applicable laws and Section 4 of this Warrant, this
 Warrant and all rights hereunder are transferable, in whole or in part,
 at the office or agency of the Company by the Holder in person or by duly
 authorized attorney, upon surrender of this Warrant together with the
 Assignment Form annexed hereto properly endorsed. The transferee shall sign
 an investment letter in form and substance reasonably satisfactory to the
 Company.

           (b) No Rights as Shareholder Until Exercise.  This Warrant does
 not entitle the Holder to any voting rights or other rights as a shareholder
 of the Company prior to the exercise hereof. Upon the surrender of this
 Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
 so purchased shall be and be deemed to be issued to such Holder as the
 record owner of such shares as of the close of business on the later of
 the date of such surrender or payment.

           (c) Loss, Theft, Destruction or Mutilation of Warrant.  The
 Company covenants that upon receipt by the Company of evidence reasonably
 satisfactory to it of the loss, theft, destruction or mutilation of this
 Warrant or any stock certificate relating to the Warrant Shares, and in
 case of loss, theft or destruction, of indemnity or security reasonably
 satisfactory to it (which, in the case of the Warrant, shall not include the
 posting of any bond), and upon surrender and cancellation of such Warrant or
 stock certificate, if mutilated, the Company will make and deliver a new
 Warrant or stock certificate of like tenor and dated as of such
 cancellation, in lieu of such Warrant or stock certificate.

           (d) Saturdays, Sundays, Holidays, etc. If the last or appointed
 day for the taking of any action or the expiration of any right required
 or granted herein shall be a Saturday, Sunday or a legal holiday, then such
 action may be taken or such right may be exercised on the next succeeding
 day not a Saturday, Sunday or legal holiday.

           (e) Jurisdiction.  All questions concerning the construction,
 validity, enforcement and interpretation of this Warrant shall be determined
 in accordance with the provisions of the Purchase Agreement.

           (f) Restrictions.  The Holder acknowledges that the Warrant Shares
 acquired upon the exercise of this Warrant, if not registered, will have
 restrictions upon resale imposed by state and federal securities laws.

           (g) Nonwaiver and Expenses.  No course of dealing or any delay or
 failure to exercise any right hereunder on the part of Holder or the Company
 shall operate as a waiver of such right or otherwise prejudice Holder's or
 the Company's respective rights, powers or remedies.

           (h) Notices.  Any notice, request or other document required or
 permitted to be given or delivered to the Holder by the Company shall be
 delivered in accordance with the notice provisions of the Purchase
 Agreement.

           (i) Successors and Assigns.  Subject to applicable securities
 laws, this Warrant and the rights and obligations evidenced hereby shall
 inure to the benefit of and be binding upon the successors of the Company
 and the successors and permitted assigns of Holder. The provisions of this
 Warrant are intended to be for the benefit of all Holders from time to time
 of this Warrant and shall be enforceable by any such Holder or holder of
 Warrant Shares.

           (j) Amendment.  This Warrant may be modified or amended or the
 provisions hereof waived with the written consent of the Company and the
 Holder.

           (k) Severability.  Wherever possible, each provision of this
 Warrant shall be interpreted in such manner as to be effective and valid
 under applicable law, but if any provision of this Warrant shall be
 prohibited by or invalid under applicable law, such provision shall be
 ineffective to the extent of such prohibition or invalidity, without
 invalidating the remainder of such provisions or the remaining provisions
 of this Warrant.

           (l) Headings. The headings used in this Warrant are for the
 convenience of reference only and shall not, for any purpose, be deemed a
 part of this Warrant.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
 by its officer thereunto duly authorized.

 Dated: November 18, 2005

                                    CARRINGTON LABORATORIES, INC.



                                    By:
                                    -----------------------------
                                    Name: Carlton E. Turner
                                    Title: President & CEO


<PAGE>

                              NOTICE OF EXERCISE


 TO:  CARRINGTON LABORATORIES, INC.

      (1) The undersigned hereby elects to purchase _______ Warrant Shares of
 the Company pursuant to the terms of the attached Warrant (only if exercised
 in full),  and  tenders  herewith  payment  of the exercise price  in  full,
 together with all applicable transfer taxes, if any.

      (2)  Please issue  a  certificate  or  certificates  representing  said
 Warrant Shares in the name of the undersigned  or  in such other name as  is
 specified below:


                           ________________________

      The Warrant Shares shall be delivered to the following:


                           ________________________
                           ________________________
                           ________________________


      (3) Accredited Investor.  The undersigned is an "accredited  investor"
 as defined in Regulation D promulgated under the Securities Act of 1933, as
 amended.


 [SIGNATURE OF HOLDER]
 (for entities)


 Name of Investing Entity:
                           -------------------------------------------------
 Signature of Authorized Signatory of Investing Entity:
                                                       ---------------------
 Name of Authorized Signatory:
                               ---------------------------------------------
 Title of Authorized Signatory:
                                --------------------------------------------
 Date:
       ---------------------------------------------------------------------


 (for individuals)

 Signature:
            ----------------------------------------------------------------
 Name:
       ---------------------------------------------------------------------
 Date:
       ---------------------------------------------------------------------


<PAGE>


                               ASSIGNMENT FORM


   (To assign the foregoing warrant, execute this form and supply required
                                 information.
                Do not use this form to exercise the warrant.)


 FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
 are hereby assigned to _________________ (the "Assignee") whose address is

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

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

                          Dated:
                                 ------------------------------------------
                          Holder's Signature:
                                              -----------------------------
                          Holder's Address:
                                            -------------------------------


 The Assignee agrees  that it shall  hereinafter be subject  to the terms  of
 Sections 4.1 and 4.2 of the Purchase  Agreement to the same extent that  the
 prior Holder  was subject  to such  terms  prior to  the assignment  of  the
 Warrants.

                          Dated:
                                 ------------------------------------------
                          Assignees Signature:
                                               ----------------------------
                          Assignees Address:
                                             ------------------------------