SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                 FORM 8-K*


                          CURRENT REPORT PURSUANT
                       TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of earliest event reported): February 25, 2002


                                AZURIX CORP.
-------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)


                                  Delaware
-------------------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation)


            001-15065                                  76-0589114
-------------------------------------------------------------------------------
   (Commission File Number)                 (IRS Employer Identification No.)


                  1400 Smith Street, Houston, Texas 77002
-------------------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)


                               (713) 853-5151
-------------------------------------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)


-------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


    *    The Company is not subject to the filing requirements of the
         Securities Exchange Act of 1934. This current report is filed
         pursuant to contractual obligations imposed on the Company by an
         Indenture, dated as of February 18, 2000, under which the Company
         is the issuer of certain debt.




Item 5.  Other Events.

         On February 25, 2002, Azurix Buenos Aires, S.A., which in 1999 was
awarded a 30-year concession to operate a water and wastewater system in
certain regions of the Province of Buenos Aires, Argentina, filed a
concurso (reorganization) proceeding under Argentine debtor protection
laws. Azurix Corp. indirectly owns 90% of the shares of Azurix Buenos
Aires. An indirect, wholly owned subsidiary of Azurix that is a shareholder
in Azurix Buenos Aires also has filed a concurso proceeding. As previously
reported, Azurix Buenos Aires notified the Province of Buenos Aires in
October 2001 that it was exercising its right to terminate the concession
contract due to various breaches by the Province, but the Province rejected
the validity of the termination. Although Azurix attempted to negotiate a
settlement of this situation, no agreement has been reached. Also as
previously reported, Azurix Corp. has filed a claim against the Republic of
Argentina before the International Centre for Resolution of Investment
Disputes, an agency of the World Bank, alleging violations of the Treaty
Concerning the Reciprocal Encouragement and Protection of Investments
between the United States and Argentina. The outcome and timing of these
various proceedings cannot be predicted. Azurix Buenos Aires and the
intermediate holding company are "Unrestricted Subsidiaries" under Azurix's
Indenture, dated as of February 18, 2000, under which Azurix issued senior
notes.

         Effective February 26, 2002, John L. Garrison resigned as chairman
of the board, director, president and chief executive officer of Azurix
Corp. to accept a position with an unaffiliated company. J. Michael
Anderson, previously Chief Financial Officer of Azurix, has been named
president and chief executive officer of the company. Mr. Anderson also
replaces Mr. Garrison on Azurix's board of directors, joining Rod Hayslett,
Managing Director and Chief Financial Officer - Enron Global Services. Mr.
Anderson will serve as chairman of the board of directors.

         On February 26, 2002, Azurix's indirect wholly owned subsidiary
Azurix Europe Ltd. entered into an amendment and restatement of its credit
facility. The amendment extends the facility's maturity from May 10, 2002,
to December 31, 2002, reduces the maximum borrowings under the facility
from (pound)425 million to (pound)400 million, increases interest rates
payable and makes other changes. Azurix Europe's obligations under the
credit agreement remain secured by its shares in Wessex Water Ltd.

         On February 28 2002, Wells Fargo Bank Minnesota, National
Association succeeded JPMorgan Chase Bank as trustee under the Indenture,
dated as of February 18, 2000, under which Azurix issued senior notes.
JPMorgan Chase Bank and affiliates will remain as registrars, paying agents
and notice agents.


                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                                 AZURIX CORP.


Date: February 28, 2002                          By: /s/ Timothy J. Dorsey
                                                     ------------------------
                                                     Timothy J. Dorsey
                                                     Vice President and
                                                       General Counsel
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 8-K*

                          CURRENT REPORT PURSUANT
                       TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported): February 25, 2002

                                AZURIX CORP.
-------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
-------------------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation)

            001-15065                                  76-0589114
-------------------------------------------------------------------------------
   (Commission File Number)                 (IRS Employer Identification No.)

                  1400 Smith Street, Houston, Texas 77002
-------------------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)

                               (713) 853-5151
-------------------------------------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)

-------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

    *    The Company is not subject to the filing requirements of the
         Securities Exchange Act of 1934. This current report is filed
         pursuant to contractual obligations imposed on the Company by an
         Indenture, dated as of February 18, 2000, under which the Company
         is the issuer of certain debt.

Item 5.  Other Events.

         On February 25, 2002, Azurix Buenos Aires, S.A., which in 1999 was
awarded a 30-year concession to operate a water and wastewater system in
certain regions of the Province of Buenos Aires, Argentina, filed a
concurso (reorganization) proceeding under Argentine debtor protection
laws. Azurix Corp. indirectly owns 90% of the shares of Azurix Buenos
Aires. An indirect, wholly owned subsidiary of Azurix that is a shareholder
in Azurix Buenos Aires also has filed a concurso proceeding. As previously
reported, Azurix Buenos Aires notified the Province of Buenos Aires in
October 2001 that it was exercising its right to terminate the concession
contract due to various breaches by the Province, but the Province rejected
the validity of the termination. Although Azurix attempted to negotiate a
settlement of this situation, no agreement has been reached. Also as
previously reported, Azurix Corp. has filed a claim against the Republic of
Argentina before the International Centre for Resolution of Investment
Disputes, an agency of the World Bank, alleging violations of the Treaty
Concerning the Reciprocal Encouragement and Protection of Investments
between the United States and Argentina. The outcome and timing of these
various proceedings cannot be predicted. Azurix Buenos Aires and the
intermediate holding company are "Unrestricted Subsidiaries" under Azurix's
Indenture, dated as of February 18, 2000, under which Azurix issued senior
notes.

         Effective February 26, 2002, John L. Garrison resigned as chairman
of the board, director, president and chief executive officer of Azurix
Corp. to accept a position with an unaffiliated company. J. Michael
Anderson, previously Chief Financial Officer of Azurix, has been named
president and chief executive officer of the company. Mr. Anderson also
replaces Mr. Garrison on Azurix's board of directors, joining Rod Hayslett,
Managing Director and Chief Financial Officer - Enron Global Services. Mr.
Anderson will serve as chairman of the board of directors.

         On February 26, 2002, Azurix's indirect wholly owned subsidiary
Azurix Europe Ltd. entered into an amendment and restatement of its credit
facility. The amendment extends the facility's maturity from May 10, 2002,
to December 31, 2002, reduces the maximum borrowings under the facility
from (pound)425 million to (pound)400 million, increases interest rates
payable and makes other changes. Azurix Europe's obligations under the
credit agreement remain secured by its shares in Wessex Water Ltd.

         On February 28 2002, Wells Fargo Bank Minnesota, National
Association succeeded JPMorgan Chase Bank as trustee under the Indenture,
dated as of February 18, 2000, under which Azurix issued senior notes.
JPMorgan Chase Bank and affiliates will remain as registrars, paying agents
and notice agents.

                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                 AZURIX CORP.

Date: February 28, 2002                          By: /s/ Timothy J. Dorsey
                                                     ------------------------
                                                     Timothy J. Dorsey
                                                     Vice President and
                                                       General Counsel