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): April 1, 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) 853-6161
------------------------------------------------------------------------------
             (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.

         In conjunction with its sale of Wessex Water Ltd. to a subsidiary of
YTL Power International Berhad, Azurix Corp., on April 1, 2002, commenced of a
cash tender offer for all of the following series of its debt securities:
10-3/8% Series B Senior Dollar Notes due 2007, 10-3/8% Series A and Series B
Senior Sterling Notes due 2007 and 10-3/4% Series B Senior Dollar Notes due
2010 at a total purchase price of 88% of par, including a consent amount of
1.5% of par.
         In connection with the tender offer, Azurix also commenced a
solicitation from the holders of these notes of (a) consents to amend the
indenture under which these notes were issued (i) to permit Azurix to sell
Wessex Water Ltd., its largest subsidiary, without complying with existing
provisions of the indenture and (ii) to eliminate substantially all of the
covenants and restrictions and certain default provisions in the indenture,
including limitations on its ability to incur indebtedness and guarantees,
sell assets, redeem or repurchase stock, pay dividends and make other
restricted payments, incur liens, engage in mergers or consolidations, sell
all or substantially all of its assets, enter into transactions with
affiliates and make investments and requirements to publish financial
statements and other information, and (b) a waiver to the requirement in the
indenture that Azurix file financial statements and other information with the
U.S. Securities and Exchange Commission for the year ended December 31, 2001
on or before April 1, 2002 and for the first quarter of 2002 on or before May
15, 2002, the dates required under the indenture.

Item 7. Financial Statements and Exhibits.

         (c )     Exhibits.

                  99.1     Press Release issued by Azurix Corp.,
                           dated April 2, 2002.



                                  SIGNATURES

         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: April 2, 2002                     By:  /s/ Timothy J. Dorsey
                                             -------------------------
                                             Timothy J. Dorsey
                                             Vice President and General Counsel



                                 EXHIBIT INDEX


Exhibit            Description

99.1               Press release issued by Azurix Corp., dated April 2, 2002.






                                                                 Exhibit 99.1

                                                        Azurix
[Azurix Logo]                                           P.O.Box 1188
                                                        Houston, TX 77251-1188


                                                        NEWS RELEASE

                                                        Contact:
                                                        Gina Taylor
                                                        713.853.7681

AZURIX CORP. ANNOUNCES CASH TENDER OFFER FOR ITS SENIOR STERLING AND SENIOR
DOLLAR NOTES
---------------------------------------------------------------------------

1.       FOR IMMEDIATE RELEASE: Tuesday, April 2, 2002

         HOUSTON - Azurix Corp. announced, in conjunction with its sale of
Wessex Water Ltd. to a subsidiary of YTL Power International Berhad, the April
1, 2002 commencement of a cash tender offer for all of the following series of
its debt securities: 10-3/8% Series B Senior Dollar Notes due 2007, 10-3/8%
Series A and Series B Senior Sterling Notes due 2007 and 10-3/4% Series B
Senior Dollar Notes due 2010 at a total purchase price of 88% of par,
including a consent amount of 1.5% of par, plus accrued and unpaid interest
to, but not including, the date of payment.

         Azurix is soliciting consents from the holders of these notes to
amendments to the indenture governing these notes to permit the sale of Wessex
without complying with the existing provisions and to eliminate certain
covenants, restrictions and events of default, and a waiver of the timely
filing of certain financial and other information. Registered holders of at
least a majority of the aggregate principal amount outstanding of each series
of the notes must consent to each action described above for its approval,
with Series A and Series B Senior Sterling Notes together constituting one
series. The deadline to tender and consent to receive the consent amount is
5:00 p.m., New York time on April 15, 2002, unless extended. The expiration
date for the tender offer and the consent solicitation is 5:00 p.m., New York
time on May 3, 2002, unless extended.

         Salomon Smith Barney is acting as dealer manager of the tender offer.
Questions regarding the tender offer and consent solicitation may be directed
to Salomon Smith Barney at 800-558-3745. Documentation is being distributed to
holders of notes. Requests for additional copies of documentation can be made
to Mellon Investor Services at 866-293-6625.

         Wessex Water Ltd. is a regional water and wastewater company
providing water supply and sewerage services in a 10,000 square kilometers
area across the south west of England. Wessex supplies drinking water to
approximately 1.2 million people in over 500,000 properties and sewerage
services to 2.5 million people.

         YTL Power International Berhad is a Malaysian incorporated company
listed on the Kuala Lumpur Stock Exchange. Its principal shareholder is YTL
Corporation, also listed on the KL Stock Exchange. YTL Corporation is one of
the 10 largest companies in Malaysia with interests in power generation,
construction contracting, cement manufacture, property development and hotels,
resorts & leisure.

         This announcement does not constitute an offer with respect to any
securities. The tender offer and the consent solicitation are subject to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation, dated April 1, 2002, and the related Letter of Transmittal and
Consent that Azurix is furnishing to holders of the notes.

                                      ##
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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): April 1, 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) 853-6161
------------------------------------------------------------------------------
             (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.

         In conjunction with its sale of Wessex Water Ltd. to a subsidiary of
YTL Power International Berhad, Azurix Corp., on April 1, 2002, commenced of a
cash tender offer for all of the following series of its debt securities:
10-3/8% Series B Senior Dollar Notes due 2007, 10-3/8% Series A and Series B
Senior Sterling Notes due 2007 and 10-3/4% Series B Senior Dollar Notes due
2010 at a total purchase price of 88% of par, including a consent amount of
1.5% of par.
         In connection with the tender offer, Azurix also commenced a
solicitation from the holders of these notes of (a) consents to amend the
indenture under which these notes were issued (i) to permit Azurix to sell
Wessex Water Ltd., its largest subsidiary, without complying with existing
provisions of the indenture and (ii) to eliminate substantially all of the
covenants and restrictions and certain default provisions in the indenture,
including limitations on its ability to incur indebtedness and guarantees,
sell assets, redeem or repurchase stock, pay dividends and make other
restricted payments, incur liens, engage in mergers or consolidations, sell
all or substantially all of its assets, enter into transactions with
affiliates and make investments and requirements to publish financial
statements and other information, and (b) a waiver to the requirement in the
indenture that Azurix file financial statements and other information with the
U.S. Securities and Exchange Commission for the year ended December 31, 2001
on or before April 1, 2002 and for the first quarter of 2002 on or before May
15, 2002, the dates required under the indenture.

Item 7. Financial Statements and Exhibits.

         (c )     Exhibits.

                  99.1     Press Release issued by Azurix Corp.,
                           dated April 2, 2002.

                                  SIGNATURES

         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: April 2, 2002                     By:  /s/ Timothy J. Dorsey
                                             -------------------------
                                             Timothy J. Dorsey
                                             Vice President and General Counsel

                                 EXHIBIT INDEX

Exhibit            Description

99.1               Press release issued by Azurix Corp., dated April 2, 2002.

                                                                 Exhibit 99.1

                                                        Azurix
[Azurix Logo]                                           P.O.Box 1188
                                                        Houston, TX 77251-1188

                                                        NEWS RELEASE

                                                        Contact:
                                                        Gina Taylor
                                                        713.853.7681

AZURIX CORP. ANNOUNCES CASH TENDER OFFER FOR ITS SENIOR STERLING AND SENIOR
DOLLAR NOTES
---------------------------------------------------------------------------

1.       FOR IMMEDIATE RELEASE: Tuesday, April 2, 2002

         HOUSTON - Azurix Corp. announced, in conjunction with its sale of
Wessex Water Ltd. to a subsidiary of YTL Power International Berhad, the April
1, 2002 commencement of a cash tender offer for all of the following series of
its debt securities: 10-3/8% Series B Senior Dollar Notes due 2007, 10-3/8%
Series A and Series B Senior Sterling Notes due 2007 and 10-3/4% Series B
Senior Dollar Notes due 2010 at a total purchase price of 88% of par,
including a consent amount of 1.5% of par, plus accrued and unpaid interest
to, but not including, the date of payment.

         Azurix is soliciting consents from the holders of these notes to
amendments to the indenture governing these notes to permit the sale of Wessex
without complying with the existing provisions and to eliminate certain
covenants, restrictions and events of default, and a waiver of the timely
filing of certain financial and other information. Registered holders of at
least a majority of the aggregate principal amount outstanding of each series
of the notes must consent to each action described above for its approval,
with Series A and Series B Senior Sterling Notes together constituting one
series. The deadline to tender and consent to receive the consent amount is
5:00 p.m., New York time on April 15, 2002, unless extended. The expiration
date for the tender offer and the consent solicitation is 5:00 p.m., New York
time on May 3, 2002, unless extended.

         Salomon Smith Barney is acting as dealer manager of the tender offer.
Questions regarding the tender offer and consent solicitation may be directed
to Salomon Smith Barney at 800-558-3745. Documentation is being distributed to
holders of notes. Requests for additional copies of documentation can be made
to Mellon Investor Services at 866-293-6625.

         Wessex Water Ltd. is a regional water and wastewater company
providing water supply and sewerage services in a 10,000 square kilometers
area across the south west of England. Wessex supplies drinking water to
approximately 1.2 million people in over 500,000 properties and sewerage
services to 2.5 million people.

         YTL Power International Berhad is a Malaysian incorporated company
listed on the Kuala Lumpur Stock Exchange. Its principal shareholder is YTL
Corporation, also listed on the KL Stock Exchange. YTL Corporation is one of
the 10 largest companies in Malaysia with interests in power generation,
construction contracting, cement manufacture, property development and hotels,
resorts & leisure.

         This announcement does not constitute an offer with respect to any
securities. The tender offer and the consent solicitation are subject to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation, dated April 1, 2002, and the related Letter of Transmittal and
Consent that Azurix is furnishing to holders of the notes.

                                      ##