<PAGE>   1

                                                         Registration No. 333-

================================================================================


                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                              REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                  AZURIX CORP.

             (Exact name of Registrant as specified in its charter)


          DELAWARE                                       76-589114
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                           333 CLAY STREET, SUITE 1000
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)


                          AZURIX CORP. 1999 STOCK PLAN
                            (Full title of the plan)


                                   JOHN C. ALE
                     EXECUTIVE DIRECTOR AND GENERAL COUNSEL
                           333 CLAY STREET, SUITE 1000
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)


                                 (713) 345-5263
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
      Title of            Amount        Proposed maximum        Proposed maximum       Amount of
  securities to be        to be          offering price            aggregate         registration
     registered         registered        per share (1)        offering price (1)         fee
-------------------------------------------------------------------------------------------------
  <S>                   <C>
   Common Stock,       17,500,000            $7.125               $124,687,500         $32,917.50
   $.01 par value         Shares
-------------------------------------------------------------------------------------------------
</TABLE>


(1)      Estimated, solely for purposes of calculating the registration fee, in
         accordance with Rule 457(h)(1) on the basis of the price of securities
         of the same class, as determined in accordance with Rule 457(c), using
         the average of the high and low prices of the Common Stock on the New
         York Stock Exchange composite transactions reporting system on December
         10, 1999.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents which have been filed with the
         Securities and Exchange Commission by Azurix Corp., a Delaware
         corporation (the "Company"), are incorporated herein by reference and
         made a part hereof:

                  (a)      The Prospectus dated June 9, 1999 filed on June 11,
                           1999 pursuant to Rule 424(b) under the Securities Act
                           of 1933 in connection with the Company's Registration
                           Statement on Form S-1 (File No. 333-74379) (the
                           "Prospectus");

                  (b)      The Company's Quarterly Reports on Form 10-Q for the
                           quarters ended June 30, 1999 and September 30, 1999;

                  (c)      The Company's Current Reports on Form 8-K dated June
                           30, 1999, as amended, and November 4, 1999; and

                  (d)      Description of the Common Stock, $.01 par value,
                           contained on pages 105 through 107 of the Prospectus.

                  All documents filed by the Company pursuant to Sections 13(a),
         13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), subsequent to the effective date of this
         Registration Statement and prior to the filing of a post-effective
         amendment to this Registration Statement indicating that all securities
         offered hereby have been sold or deregistering all securities then
         remaining unsold, shall be deemed to be incorporated by reference
         herein and to be a part hereof from the date of filing of such
         documents. Any statement contained herein or in any document
         incorporated or deemed to be incorporated by reference herein shall be
         deemed to be modified or superseded for purposes of this Registration
         Statement to the extent that a statement contained herein or in any
         other subsequently filed document that also is or is deemed to be
         incorporated by reference herein modifies or supersedes such statement.
         Any such statement so modified or superseded shall not be deemed to
         constitute a part of this Registration Statement, except as so modified
         or superseded.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of Chapter 1 of Title 8 of the Delaware Code
         provides that every corporation created under the provisions thereof
         shall have the power to indemnify its directors, officers, employees
         and agents against certain liabilities.

                  The Restated Certificate of Incorporation, as amended, of the
         Company contains the following provisions relating to indemnification
         of directors and officers:



                                       2



<PAGE>   3



                                  "ARTICLE XI.

         1. Each person who was or is made a party or is threatened to be made a
         party to or is involved in any action, suit or proceeding, whether
         civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she, or a person of
         whom he or she is the legal representative is or was a director or
         officer of the Corporation, is or was serving at the request of the
         Corporation as a director, officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is alleged action in an official
         capacity as a director, officer, employee or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be indemnified and held harmless by the Corporation to the fullest
         extent authorized by the Delaware General Corporation Law, as the same
         exists or may hereafter be amended (but, in the case of any such
         amendment, only to the extent that such amendment permits the
         Corporation to provide broader indemnification rights than said law
         permitted the Corporation to prior to such amendment), against all
         expense, liability and loss (including attorneys' fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid or to be paid
         in settlement) reasonably incurred or suffered by such person in
         connection therewith, and such indemnification shall continue as to a
         person who has ceased to be a director, officer, employee or agent and
         shall inure to the benefit of his or her heirs, executors and
         administrators; provided, however, that, except as provided in
         paragraph 2 of this Article XI, the Corporation shall indemnify any
         such person seeking indemnification in connection with a proceeding (or
         part thereof) initiated by such person only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.
         The right to indemnification conferred in this Article XI shall be a
         contract right and shall include the right to be paid by the
         Corporation the expenses incurred in defending any such proceeding in
         advance of its final disposition; provided, however, that, if the
         Delaware General Corporation Law requires, the payment of such expenses
         incurred by a director or officer in his or her capacity as a director
         or officer (and not in any other capacity in which service was or is
         rendered by such person while a director or officer, including, without
         limitation, service to an employee benefit plan) in advance of the
         final disposition of the proceeding, shall be made only upon delivery
         to the Corporation of an undertaking, by or on behalf of such director
         or officer, to repay all amounts so advanced if it shall ultimately be
         determined that such director or officer is not entitled to be
         indemnified under this Article XI or otherwise. The Corporation may, by
         action of its Board of Directors, provide indemnification to employees
         and agents of the Corporation with the same scope and effect as the
         foregoing indemnification of directors and officers.

         2. If a claim under paragraph 1 of this Article XI is not paid in full
         by the Corporation within thirty days after a written claim has been
         received by the Corporation, the claimant may at any time thereafter
         bring suit against the Corporation to recover the unpaid amount of the
         claim and, if successful in whole or in part, the claimant shall be
         entitled to be paid also the expense of prosecuting such claim. It
         shall be a defense to any such action (other than an action brought to
         enforce a claim for expenses incurred in defending any proceeding in
         advance of its final disposition where the required undertaking, if any
         is required, has been tendered to the Corporation) that the claimant
         has not met the standards of conduct which make it permissible under
         the Delaware General Corporation Law for the Corporation to indemnify
         the claimant for the amount claimed, but the burden of proving such
         defense shall be on the Corporation. Neither the failure of the
         Corporation (including its Board of Directors, independent legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement of such action that indemnification of the claimant is
         proper in the circumstances because he or she has met the applicable
         standard of conduct set forth in the Delaware General Corporation Law,
         nor an actual determination by the Corporation (including its Board of
         Directors, independent legal counsel, or its stockholders) that the
         claimant has not met such applicable standard of conduct, shall be a
         defense to the action or create a presumption that the claimant has not
         met the applicable standard of conduct.

                                       3

<PAGE>   4



         3. The right to indemnification and the payment of expenses incurred in
         defending a proceeding in advance of its final disposition conferred in
         this Article XI shall not be exclusive of any other right which any
         person may have or hereafter acquire under any statute, provision of
         the Restated Certificate of Incorporation, bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise.

         4. The Corporation may maintain insurance, at its expense, to protect
         itself and any director, officer, employee or agent of the Corporation,
         or another corporation, partnership, joint venture, trust or other
         enterprise against any such expense, liability or loss, whether or not
         the Corporation would have the power to indemnify such person against
         such expense, liability or loss under the Delaware General Corporation
         Law.

                                  ARTICLE XII.

                  A director of the Corporation shall not be personally liable
         to the Corporation or its stockholders for monetary damages for breach
         of fiduciary duty as a director, except for liability (i) for any
         breach of the director's duty of loyalty to the Corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit."

                  The Company has purchased liability insurance policies
         covering its directors and officers to provide protection where the
         Company cannot legally indemnify a director or officer and where a
         claim arises under the Employee Retirement Income Security Act of 1974,
         as amended, against a director or officer based on an alleged breach of
         fiduciary duty or other wrongful act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         *4.1 --  Restated Certificate of Incorporation of Azurix Corp.
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Amendment No. 2 to Registration Statement on Form S-1 (File
                  No. 333-74739))

          4.2 --  Restated Bylaws of Azurix Corp., as amended on December 13,
                  1999

         *4.3 --  Azurix Corp. 1999 Stock Plan, dated February 2, 1999
                  (incorporated by reference to Exhibit 10.4 to the Company's
                  Amendment No. 1 to Registration Statement of Form S-1 (File
                  No. 333-74379))

         *4.4 --  First Amendment to Azurix Corp. 1999 Stock Plan, dated October
                  11, 1999 (incorporated by reference to Exhibit 10.2 to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1999)

          4.5 --  Second Amendment to Azurix Corp. 1999 Stock Plan, dated
                  December 13, 1999

          5   --  Opinion of John C. Ale, Esq., Executive Director and General
                  Counsel of Azurix Corp., as to the validity of the Common
                  Stock

         23.1 --  Consent of Arthur Andersen LLP

         23.2 --  Consent of Arthur Andersen


                                       4


<PAGE>   5



         23.3 --  Consent of PricewaterhouseCoopers

         23.4 --  The consent of John C. Ale, Esq., is contained in his opinion
                  filed as Exhibit 5 hereto.

         24   --  Powers of Attorney of certain directors of the Company

- - - - - - - - - - - - - - - - -  -
*Incorporated by reference

ITEM 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made,a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the "1933
                  Act");

                  (ii)     To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                  (iii)    To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement;

provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

         (2)      That, for the purpose of determining any liability under the
         1933 Act, each such post-effective amendment shall be deemed to be a
         new Registration Statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (4)      That, for purposes of determining any liability under the 1933
         Act, each filing of the Registrant's annual report pursuant to Section
         13(a) or Section 15(d) of the Exchange Act and, where applicable, each
         filing of an employee benefit plan's annual report pursuant to Section
         15(d) of the Exchange Act that is incorporated by reference in the
         Registration Statement shall be deemed to be a new Registration
         Statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
         1933 Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the 1933 Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the 1933 Act and will be governed by the final
         adjudication of such issue.


                                       5
<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 13th day of
December, 1999.

                              AZURIX CORP.


                              By: /s/ REBECCA MARK-JUSBASCHE
                                  ----------------------------------------------
                                  Rebecca Mark-Jusbasche
                                  Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 13th day of December, 1999.


<TABLE>
<CAPTION>
         Signature                               Title                     Date
         ---------                               -----                     ----

<S>                                      <C>                         <C>
 /s/ REBECCA MARK-JUSBASCHE              Director, Chairman and      December 13, 1999
-------------------------------                  Chief
     Rebecca Mark-Jusbasche                 Executive Officer
                                          (Principal Executive
                                                Officer)


/s/ RODNEY L. FALDYN                     Chief Accounting Officer    December 13, 1999
-------------------------------            (Principal Accounting
    Rodney L. Faldyn                              Officer)


/s/ JOHN H. DUNCAN*                              Director            December 13, 1999
-------------------------------
    John H. Duncan


/s/ KENNETH L. LAY*                              Director            December 13, 1999
-------------------------------
    Kenneth L. Lay


/s/ JEFFREY K. SKILLING*                         Director            December 13, 1999
-------------------------------
    Jeffrey K. Skilling


/s/ JOSEPH W. SUTTON*                            Director            December 13, 1999
-------------------------------
    Joseph W. Sutton


/s/ JOHN WAKEHAM*                                Director            December 13, 1999
-------------------------------
    John Wakeham


/s/ HERBERT S. WINOKUR, JR*                      Director            December 13, 1999
-------------------------------
    Herbert S. Winokur, Jr.


*By: /s/ REBECCA MARK-JUSBASCHE
-------------------------------
         Rebecca Mark-Jusbasche
          as attorney-in-fact


</TABLE>

                                       6

<PAGE>   7


                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
   NO.   DESCRIPTION
-------  -----------

<S>      <C>
*4.1 --  Restated Certificate of Incorporation of Azurix Corp. (incorporated by
         reference to Exhibit 3.1 to the Company's Amendment No. 2 to
         Registration Statement on Form S-1 (File No. 333-74739))

 4.2 --  Restated Bylaws of Azurix Corp., as amended on December 13, 1999

*4.3 --  Azurix Corp. 1999 Stock Plan, dated February 2, 1999 (incorporated by
         reference to Exhibit 10.4 to the Company's Amendment No. 1 to
         Registration Statement of Form S-1 (File No. 333-74379))

*4.4 --  First Amendment to Azurix Corp. 1999 Stock Plan, dated October 11, 1999
         (incorporated by reference to Exhibit 10.2 to the Company's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1999)

 4.5 --  Second Amendment to Azurix Corp. 1999 Stock Plan, dated December 13,
         1999

 5   --  Opinion of John C. Ale, Esq., Executive Director and General Counsel of
         Azurix Corp., as to the validity of the Common Stock

23.1 --  Consent of Arthur Andersen LLP

23.2 --  Consent of Arthur Andersen

23.3 --  Consent of PricewaterhouseCoopers

23.4 --  The consent of John C. Ale, Esq., is contained in his opinion filed as
         Exhibit 5 hereto.

24   --  Powers of Attorney of certain directors of the Company

</TABLE>


*Incorporated by reference
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{"company-data": {"conformed-name": "AZURIX CORP", "cik": "0001080205", "assigned-sic": "4941", "irs-number": "760589114", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92709", "film-number": "99774082"}, "business-address": {"street1": "333 CLAY STREET SUITE 1000", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136466001"}, "mail-address": {"street1": "333 CLAY STREET SUITE 1000", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
1

                                                         Registration No. 333-

================================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                              REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  AZURIX CORP.

             (Exact name of Registrant as specified in its charter)

          DELAWARE                                       76-589114
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                           333 CLAY STREET, SUITE 1000
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)

                          AZURIX CORP. 1999 STOCK PLAN
                            (Full title of the plan)

                                   JOHN C. ALE
                     EXECUTIVE DIRECTOR AND GENERAL COUNSEL
                           333 CLAY STREET, SUITE 1000
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 345-5263
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
      Title of            Amount        Proposed maximum        Proposed maximum       Amount of
  securities to be        to be          offering price            aggregate         registration
     registered         registered        per share (1)        offering price (1)         fee
-------------------------------------------------------------------------------------------------
Common Stock,       17,500,000            $7.125               $124,687,500         $32,917.50
   $.01 par value         Shares
-------------------------------------------------------------------------------------------------
(1)      Estimated, solely for purposes of calculating the registration fee, in
         accordance with Rule 457(h)(1) on the basis of the price of securities
         of the same class, as determined in accordance with Rule 457(c), using
         the average of the high and low prices of the Common Stock on the New
         York Stock Exchange composite transactions reporting system on December
         10, 1999.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents which have been filed with the
         Securities and Exchange Commission by Azurix Corp., a Delaware
         corporation (the "Company"), are incorporated herein by reference and
         made a part hereof:

                  (a)      The Prospectus dated June 9, 1999 filed on June 11,
                           1999 pursuant to Rule 424(b) under the Securities Act
                           of 1933 in connection with the Company's Registration
                           Statement on Form S-1 (File No. 333-74379) (the
                           "Prospectus");

                  (b)      The Company's Quarterly Reports on Form 10-Q for the
                           quarters ended June 30, 1999 and September 30, 1999;

                  (c)      The Company's Current Reports on Form 8-K dated June
                           30, 1999, as amended, and November 4, 1999; and

                  (d)      Description of the Common Stock, $.01 par value,
                           contained on pages 105 through 107 of the Prospectus.

                  All documents filed by the Company pursuant to Sections 13(a),
         13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), subsequent to the effective date of this
         Registration Statement and prior to the filing of a post-effective
         amendment to this Registration Statement indicating that all securities
         offered hereby have been sold or deregistering all securities then
         remaining unsold, shall be deemed to be incorporated by reference
         herein and to be a part hereof from the date of filing of such
         documents. Any statement contained herein or in any document
         incorporated or deemed to be incorporated by reference herein shall be
         deemed to be modified or superseded for purposes of this Registration
         Statement to the extent that a statement contained herein or in any
         other subsequently filed document that also is or is deemed to be
         incorporated by reference herein modifies or supersedes such statement.
         Any such statement so modified or superseded shall not be deemed to
         constitute a part of this Registration Statement, except as so modified
         or superseded.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of Chapter 1 of Title 8 of the Delaware Code
         provides that every corporation created under the provisions thereof
         shall have the power to indemnify its directors, officers, employees
         and agents against certain liabilities.

                  The Restated Certificate of Incorporation, as amended, of the
         Company contains the following provisions relating to indemnification
         of directors and officers:

                                       2
3

                                  "ARTICLE XI.

         1. Each person who was or is made a party or is threatened to be made a
         party to or is involved in any action, suit or proceeding, whether
         civil, criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she, or a person of
         whom he or she is the legal representative is or was a director or
         officer of the Corporation, is or was serving at the request of the
         Corporation as a director, officer, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is alleged action in an official
         capacity as a director, officer, employee or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be indemnified and held harmless by the Corporation to the fullest
         extent authorized by the Delaware General Corporation Law, as the same
         exists or may hereafter be amended (but, in the case of any such
         amendment, only to the extent that such amendment permits the
         Corporation to provide broader indemnification rights than said law
         permitted the Corporation to prior to such amendment), against all
         expense, liability and loss (including attorneys' fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid or to be paid
         in settlement) reasonably incurred or suffered by such person in
         connection therewith, and such indemnification shall continue as to a
         person who has ceased to be a director, officer, employee or agent and
         shall inure to the benefit of his or her heirs, executors and
         administrators; provided, however, that, except as provided in
         paragraph 2 of this Article XI, the Corporation shall indemnify any
         such person seeking indemnification in connection with a proceeding (or
         part thereof) initiated by such person only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.
         The right to indemnification conferred in this Article XI shall be a
         contract right and shall include the right to be paid by the
         Corporation the expenses incurred in defending any such proceeding in
         advance of its final disposition; provided, however, that, if the
         Delaware General Corporation Law requires, the payment of such expenses
         incurred by a director or officer in his or her capacity as a director
         or officer (and not in any other capacity in which service was or is
         rendered by such person while a director or officer, including, without
         limitation, service to an employee benefit plan) in advance of the
         final disposition of the proceeding, shall be made only upon delivery
         to the Corporation of an undertaking, by or on behalf of such director
         or officer, to repay all amounts so advanced if it shall ultimately be
         determined that such director or officer is not entitled to be
         indemnified under this Article XI or otherwise. The Corporation may, by
         action of its Board of Directors, provide indemnification to employees
         and agents of the Corporation with the same scope and effect as the
         foregoing indemnification of directors and officers.

         2. If a claim under paragraph 1 of this Article XI is not paid in full
         by the Corporation within thirty days after a written claim has been
         received by the Corporation, the claimant may at any time thereafter
         bring suit against the Corporation to recover the unpaid amount of the
         claim and, if successful in whole or in part, the claimant shall be
         entitled to be paid also the expense of prosecuting such claim. It
         shall be a defense to any such action (other than an action brought to
         enforce a claim for expenses incurred in defending any proceeding in
         advance of its final disposition where the required undertaking, if any
         is required, has been tendered to the Corporation) that the claimant
         has not met the standards of conduct which make it permissible under
         the Delaware General Corporation Law for the Corporation to indemnify
         the claimant for the amount claimed, but the burden of proving such
         defense shall be on the Corporation. Neither the failure of the
         Corporation (including its Board of Directors, independent legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement of such action that indemnification of the claimant is
         proper in the circumstances because he or she has met the applicable
         standard of conduct set forth in the Delaware General Corporation Law,
         nor an actual determination by the Corporation (including its Board of
         Directors, independent legal counsel, or its stockholders) that the
         claimant has not met such applicable standard of conduct, shall be a
         defense to the action or create a presumption that the claimant has not
         met the applicable standard of conduct.

                                       3
4

         3. The right to indemnification and the payment of expenses incurred in
         defending a proceeding in advance of its final disposition conferred in
         this Article XI shall not be exclusive of any other right which any
         person may have or hereafter acquire under any statute, provision of
         the Restated Certificate of Incorporation, bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise.

         4. The Corporation may maintain insurance, at its expense, to protect
         itself and any director, officer, employee or agent of the Corporation,
         or another corporation, partnership, joint venture, trust or other
         enterprise against any such expense, liability or loss, whether or not
         the Corporation would have the power to indemnify such person against
         such expense, liability or loss under the Delaware General Corporation
         Law.

                                  ARTICLE XII.

                  A director of the Corporation shall not be personally liable
         to the Corporation or its stockholders for monetary damages for breach
         of fiduciary duty as a director, except for liability (i) for any
         breach of the director's duty of loyalty to the Corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit."

                  The Company has purchased liability insurance policies
         covering its directors and officers to provide protection where the
         Company cannot legally indemnify a director or officer and where a
         claim arises under the Employee Retirement Income Security Act of 1974,
         as amended, against a director or officer based on an alleged breach of
         fiduciary duty or other wrongful act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         *4.1 --  Restated Certificate of Incorporation of Azurix Corp.
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Amendment No. 2 to Registration Statement on Form S-1 (File
                  No. 333-74739))

          4.2 --  Restated Bylaws of Azurix Corp., as amended on December 13,
                  1999

         *4.3 --  Azurix Corp. 1999 Stock Plan, dated February 2, 1999
                  (incorporated by reference to Exhibit 10.4 to the Company's
                  Amendment No. 1 to Registration Statement of Form S-1 (File
                  No. 333-74379))

         *4.4 --  First Amendment to Azurix Corp. 1999 Stock Plan, dated October
                  11, 1999 (incorporated by reference to Exhibit 10.2 to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1999)

          4.5 --  Second Amendment to Azurix Corp. 1999 Stock Plan, dated
                  December 13, 1999

          5   --  Opinion of John C. Ale, Esq., Executive Director and General
                  Counsel of Azurix Corp., as to the validity of the Common
                  Stock

         23.1 --  Consent of Arthur Andersen LLP

         23.2 --  Consent of Arthur Andersen

                                       4
5

         23.3 --  Consent of PricewaterhouseCoopers

         23.4 --  The consent of John C. Ale, Esq., is contained in his opinion
                  filed as Exhibit 5 hereto.

         24   --  Powers of Attorney of certain directors of the Company

- - - - - - - - - - - - - - - - -  -
*Incorporated by reference

ITEM 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made,a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the "1933
                  Act");

                  (ii)     To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                  (iii)    To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement;

provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

         (2)      That, for the purpose of determining any liability under the
         1933 Act, each such post-effective amendment shall be deemed to be a
         new Registration Statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (4)      That, for purposes of determining any liability under the 1933
         Act, each filing of the Registrant's annual report pursuant to Section
         13(a) or Section 15(d) of the Exchange Act and, where applicable, each
         filing of an employee benefit plan's annual report pursuant to Section
         15(d) of the Exchange Act that is incorporated by reference in the
         Registration Statement shall be deemed to be a new Registration
         Statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
         1933 Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the 1933 Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the 1933 Act and will be governed by the final
         adjudication of such issue.

                                       5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 13th day of
December, 1999.

                              AZURIX CORP.

                              By: /s/ REBECCA MARK-JUSBASCHE
                                  ----------------------------------------------
                                  Rebecca Mark-Jusbasche
                                  Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 13th day of December, 1999.
Signature                               Title                     Date
         ---------                               -----                     ----
/s/ REBECCA MARK-JUSBASCHE              Director, Chairman and      December 13, 1999
-------------------------------                  Chief
     Rebecca Mark-Jusbasche                 Executive Officer
                                          (Principal Executive
                                                Officer)

/s/ RODNEY L. FALDYN                     Chief Accounting Officer    December 13, 1999
-------------------------------            (Principal Accounting
    Rodney L. Faldyn                              Officer)

/s/ JOHN H. DUNCAN*                              Director            December 13, 1999
-------------------------------
    John H. Duncan

/s/ KENNETH L. LAY*                              Director            December 13, 1999
-------------------------------
    Kenneth L. Lay

/s/ JEFFREY K. SKILLING*                         Director            December 13, 1999
-------------------------------
    Jeffrey K. Skilling

/s/ JOSEPH W. SUTTON*                            Director            December 13, 1999
-------------------------------
    Joseph W. Sutton

/s/ JOHN WAKEHAM*                                Director            December 13, 1999
-------------------------------
    John Wakeham

/s/ HERBERT S. WINOKUR, JR*                      Director            December 13, 1999
-------------------------------
    Herbert S. Winokur, Jr.

*By: /s/ REBECCA MARK-JUSBASCHE
-------------------------------
         Rebecca Mark-Jusbasche
          as attorney-in-fact
6
7

                                 EXHIBIT INDEX
EXHIBIT
   NO.   DESCRIPTION
-------  -----------
*4.1 --  Restated Certificate of Incorporation of Azurix Corp. (incorporated by
         reference to Exhibit 3.1 to the Company's Amendment No. 2 to
         Registration Statement on Form S-1 (File No. 333-74739))

 4.2 --  Restated Bylaws of Azurix Corp., as amended on December 13, 1999

*4.3 --  Azurix Corp. 1999 Stock Plan, dated February 2, 1999 (incorporated by
         reference to Exhibit 10.4 to the Company's Amendment No. 1 to
         Registration Statement of Form S-1 (File No. 333-74379))

*4.4 --  First Amendment to Azurix Corp. 1999 Stock Plan, dated October 11, 1999
         (incorporated by reference to Exhibit 10.2 to the Company's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1999)

 4.5 --  Second Amendment to Azurix Corp. 1999 Stock Plan, dated December 13,
         1999

 5   --  Opinion of John C. Ale, Esq., Executive Director and General Counsel of
         Azurix Corp., as to the validity of the Common Stock

23.1 --  Consent of Arthur Andersen LLP

23.2 --  Consent of Arthur Andersen

23.3 --  Consent of PricewaterhouseCoopers

23.4 --  The consent of John C. Ale, Esq., is contained in his opinion filed as
         Exhibit 5 hereto.

24   --  Powers of Attorney of certain directors of the Company
*Incorporated by reference