UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934


              For the Quarterly Period Ended September 30, 2000

                                     OR

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

         For the transition period from          to
                                        --------   ----------
         Commission file number:    0-22809
                                    -------

                                   AZUREL LTD.
                                   -----------
        (Exact Name of Small Business Issuer as Specified in its Charter)

             DELAWARE                                         13-3842844
             --------                                         ----------
   State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization                         Identification No.)

                     509 MADISON AVENUE, NEW YORK, NY 10022
                     --------------------------------------
                             (Address of principal
                          executive office) (Zip Code)

                                 (212) 317- 0712
                                 ---------------
                 (Issuer's telephone number including area code)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes    X                       No
                        ---                         ---
The number of shares of registrant's Common Stock, $.001 par value, outstanding
as of November 21, 2000 was 6,911,797 shares.
Transitional Small Business Disclosure Format (check one)

                  Yes                            No  X
                        ---                         ---

<PAGE>



                          AZUREL LTD. AND SUBSIDIARIES

                                      INDEX


                                                                       Page
                                                                      Number
                                                                     ----------

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

      Consolidated Balance Sheet                                         1
      Consolidated Statements of Operations                              2
      Consolidated Statements of Cash Flows                             3-4
      Notes to Financial Statements                                     5-6

Item 2 - Management's Discussion and Analysis or
      Plan of Operation                                                 7-9

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings                                              10

Item 5 - Other Information                                              10

Item 6 - Exhibits and Reports on Form 8-K                               10


SIGNATURE                                                               11



<PAGE>




                                     PART I

                              FINANCIAL INFORMATION
                              ---------------------

                           ITEM 1 FINANCIAL STATEMENTS
                           ---------------------------
<TABLE>
<CAPTION>

                          AZUREL LTD. AND SUBSIDIARIES
                          ----------------------------

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                               SEPTEMBER 30, 2000
                               ------------------

                                  (UNAUDITED)
                                  -----------



                                     ASSETS
                                     ------
    CURRENT ASSETS:
  <S>                                                                      <C>
        Cash                                                                 $        5,437
        Accounts receivable, net of allowance for
            doubtful accounts of $37,000                                            433,309
        Short-term note receivable                                                   70,612
        Inventory                                                                 2,113,047
        Due from related parties                                                     31,284
        Prepaid expenses and other current assets                                   137,832
                                                                               -------------
            TOTAL CURRENT ASSETS                                                  2,791,521

    FURNITURE AND EQUIPMENT                                                         192,046

    GOODWILL                                                                        137,186

    LONG-TERM NOTE RECEIVABLE                                                     1,800,000

    OTHER ASSETS                                                                    111,090
                                                                               -------------


                                                                             $    5,031,843
                                                                               =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

    CURRENT LIABILITIES:
        Bank Loans                                                           $       21,415
        Accounts payable                                                          1,843,775
        Notes payable                                                             2,984,533
        Accrued expenses and other liabilities                                    1,284,604
        Current portion of long-term debt                                         1,577,741
        Capital lease obligation - current portion                                  184,000
                                                                               -------------
            TOTAL CURRENT LIABILITIES                                             7,896,068

    LONG TERM DEBT                                                                   --

    OBLIGATIONS UNDER CAPITAL LEASE                                                  16,000

    MINORITY INTEREST                                                                   357

    STOCKHOLDERS'  DEFICIT:
        Preferred stock, $.001 par value, authorized 4,000,000 shares;
            issued and outstanding 1,001,500 shares                               2,237,587
        Common stock, $.001 par value, authorized 24,000,000 shares,
            issued and outstanding 6,911,797 shares                                   6,912
        Additional paid-in-capital                                                8,998,983
        Accumulated deficit                                                     (14,126,453)
        Translation loss                                                              2,389
                                                                               -------------
            TOTAL STOCKHOLDERS'  DEFICIT                                         (2,880,582)
                                                                               -------------

                                                                             $    5,031,843
                                                                               =============
</TABLE>

                 See notes to consolidated financial statements.



                                       -1-

<PAGE>


<TABLE>
<CAPTION>

                          AZUREL LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                           Three Months ended September 30,          Nine Months ended September 30,
                                                        ----------------------------------------  ----------------------------------
                                                               2000              1999                    2000            1999
                                                        --------------    ----------------        ----------------    ----------

<S>                                                  <C>               <C>                     <C>                 <C>
      NET SALES                                       $       421,590   $         809,075       $       1,296,470   $   2,610,870
      COST OF GOODS SOLD                                      290,162             545,233                 746,267       3,651,360
                                                        --------------    ----------------        ----------------    ------------
      GROSS PROFIT (LOSS)                                     131,428             263,842                 550,203      (1,040,490)
      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            792,338           1,065,652               3,091,121       3,377,684
                                                        --------------    ----------------        ----------------    ------------
      LOSS FROM OPERATIONS                                   (660,910)           (801,810)             (2,540,918)     (4,418,174)
      INTEREST EXPENSE                                       (133,098)           (113,946)               (505,400)       (427,307)
      OTHER INCOME (EXPENSE)                                   20,655        --                           283,961         736,000
                                                        --------------    ----------------        ----------------    ------------
      NET LOSS FROM CONTINUING OPERATIONS             $      (773,353)  $        (915,756)      $      (2,762,357)  $  (4,109,481)
      INCOME FROM DISCONTINUED OPERATIONS                 --                      174,842                 197,260         280,208
                                                        --------------    ----------------        ----------------    ------------
      NET LOSS                                        $      (773,353)  $        (740,914)      $      (2,565,097)  $  (3,829,273)
                                                        ==============    ================        ================    ============

      BASIC (LOSS) EARNINGS PER COMMON SHARE:
          CONTINUING OPERATIONS                       $         (0.12)  $           (0.15)      $           (0.40)  $       (0.71)
          DISCONTINUED OPERATIONS                         --                         0.03                    0.03            0.05
                                                        ==============    ================        ================    ============
      BASIC LOSS PER COMMON SHARE                     $         (0.12)  $           (0.12)      $           (0.37)  $       (0.66)
                                                        ==============    ================        ================    ============


      WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            6,522,908           6,107,179               6,911,797       5,826,623
                                                        ==============    ================        ================    ============




</TABLE>





                 See notes to consolidated financial statements.


                                      -2-

<PAGE>



<TABLE>
<CAPTION>


                          AZUREL LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                          Nine months ended September 30,
                                                                                      ---------------------------------------
                                                                                          2000                1999
                                                                                      ----------------    ----------------

<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                      $       (2,565,096) $       (3,829,274)

     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                          40,286              10,233
         Amortization                                                                           5,967               5,298
         Loss (gain) on disposal of fixed assets                                                3,305            (237,924)
         Provision for discontinued operations                                                132,000              --
         Increase in minority interest                                                          --                    357

     Changes in assets and liabilities:
         Decrease in accounts receivable                                                    1,401,315           1,734,495
         Decrease (increase) in inventories                                                   611,750            (272,600)
         Increase in prepaid expenses and other current assets                                   (359)           (441,931)
         Increase in other assets                                                                (569)            (85,140)
         Decrease in accounts payable and accrued expenses                                   (290,277)           (145,007)
         Increase in net assets of discontinued operations                                    (73,024)            (30,653)
                                                                                      ----------------    ----------------
         NET CASH USED IN OPERATING ACTIVITIES                                               (734,702)         (3,292,146)
                                                                                      ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

         Purchase of property and equipment                                                    (5,951)            (46,805)
         Disposal of property and equipment                                                       879             237,924
                                                                                      ----------------    ----------------
         NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                                   (5,072)            191,119
                                                                                      ----------------    ----------------

CASH FLOW FROM FINANCING ACTIVITIES:

         Proceeds from repayment of short-term note receivable                                153,791               --
         Decrease in revolving line of credit                                              (1,168,950)         (2,711,050)
         Increase in bank loans                                                                21,415               --
         Proceeds from borrowings on notes                                                    677,533           1,983,000
         Borrowings from long term debt                                                         --              2,660,294
         Principal payments of capital lease obligations                                        --                 (2,105)
         Payment of long term debt                                                            (27,538)           (650,570)
         Proceeds from exercise of stock options                                                --                    100
         Proceeds from sale of common stock                                                     --              1,075,000
         Proceeds from sale of preferred stock                                                  --              1,000,000
         Proceeds from sale of PLC                                                          1,061,418          --
                                                                                      ----------------    ----------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                            717,669           3,354,669
                                                                                      ----------------    ----------------

         Effect of exchange rate on cash                                                       12,305              (4,890)
                                                                                      ----------------    ----------------

NET (DECREASE) INCREASE IN CASH                                                                (9,800)            248,752

CASH, beginning of period                                                                      15,237              14,624
                                                                                      ----------------    ----------------

CASH, end of period                                                                $            5,437  $          263,376
                                                                                      ================    ================

</TABLE>


                 See notes to consolidated financial statements.


                                       -3-





<PAGE>



<TABLE>
<CAPTION>


                          AZUREL LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)





                                                                                 Nine months ended September 30,
                                                                              ------------------------------------------
                                                                                     2000                   1999
                                                                              -------------------    -------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

<S>                                                                       <C>                    <C>
             Cash paid for interest                                        $             157,260  $             151,083
                                                                              ===================    ===================

             Cash paid for income taxes                                    $              11,908  $          --
                                                                              ===================    ===================

             Notes received in connection with sale of subsidiary          $           2,024,403  $          --
                                                                              ===================    ===================

             Conversion of notes to common stock                           $             350,000  $          --
                                                                              ===================    ===================



</TABLE>








                        See notes to financial statements

                                       -4-



<PAGE>











                          AZUREL LTD. AND SUBSIDIARIES
                          ----------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                      ------------------------------------

                                   (UNAUDITED)
                                   -----------


1.       BASIS OF PRESENTATION
         ---------------------

         The accompanying consolidated financial statements as of September 30,
         2000 have not been audited by independent auditors, but in the opinion
         of management, such unaudited statements include all adjustments
         consisting of normal recurring accruals necessary for a fair
         presentation of the financial position, the results of operations and
         cash flows for the nine months ended September 30, 2000.

         The consolidated financial statements should be read in conjunction
         with the financial statements and related notes concerning the
         Company's accounting policies and other matters contained in the
         Company's annual report on Form 10-KSB. The results for the nine months
         ended September 30, 2000 are not necessarily indicative of the results
         expected for the full year ending December 31, 2000. Certain prior year
         amounts have been reclassified to conform with the current year's
         presentation.

2.       GOING CONCERN
         -------------

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company sustained
         losses of approximately $2,565,000 for the nine months ended September
         30, 2000 and had a working capital deficiency of approximately
         $5,105,000 as of that date. Although the Company is current with
         respect to payments of year 2000 payroll tax obligations, it has not
         remitted 1999 third and fourth quarter federal and state payroll taxes
         of approximately $325,000. These conditions raise substantial doubt
         about the Company's ability to continue as a going concern.
         Management's plans with respect to these matters include restructuring
         its existing debt, raising additional capital through issuance of stock
         and debentures, and ultimately developing a viable business through new
         leadership. The accompanying financial statements do not include any
         adjustments that might be necessary should the Company be unable to
         continue as a going concern.

                                       5
<PAGE>


3.       NOTES PAYABLE
         -------------
         During the first quarter of 2000, the Company borrowed an aggregate of
         $350,000 in unsecured short term notes at an interest rate of 8%. These
         notes were converted to 700,000 shares of the Company's common stock at
         a price of $.50 per share in June 2000. The Company has extended a
         $500,000 note to a lender which came due during the first quarter of
         2000 to the first quarter of 2001, in return for a security interest in
         the Company's inventory. Another lender notified the Company that it
         was in default of payment of a $300,000 note due on July 19, 2000,
         along with accrued interest of $27,000. A third lender notified the
         Company on August 2, 2000, that it is in default of its obligations to
         repay a $550,000 note along with approximately $50,000 of interest on
         June 30, 2000. The same lender also notified the Company, on the same
         day, that it is in default of making interest payments of approximately
         $130,000 on a two-year, $1,528,167 note, as of June 30, 2000. This note
         is collateralized by the $1,800,000 long term note receivable from
         Private Label Cosmetics, Inc. (see Note 4). During the third quarter of
         2000, Azurel borrowed an aggregate of approximately $328,000 in
         unsecured notes, at an interest rate of 8%.

4.       NOTE RECEIVABLE
         ---------------
         The $1,800,000 long-term note receivable from Private Label Cosmetics,
         Inc., pursuant to the sale of the Company's ownership in its subsidiary
         in May 2000, is collateralized against a $1,528,167 note, payable in
         June 2001. Furthermore, the note is in the hand of the lender's
         attorney, who also issued a default letter to the Company relative to
         non-payment of interest as explained above.

5.       LEGAL
         -----
         The Company has received legal notification of claims from certain
         vendors and former employees and is in the process of negotiating
         settlements to most of these claims. In certain instances, the Company
         intends to challenge the validity of these claims.


                                       6

<PAGE>

6.       REVOLVING LINE OF CREDIT
         ------------------------
         On May 26, 2000, on the same day that the Company consummated the sale
         of its Private Label subsidiary, the Company used the proceeds obtained
         at the closing, to pay off the remaining balance on its revolving line
         of credit.

7.       PURCHASE ORDER FINANCING AND FACTORING AGREEMENT
         ------------------------------------------------
         In July 2000, the Company signed a purchase order financing and
         factoring agreement, whereby 100 percent of its overseas purchases can
         be funded by letters of credit, and the receivables generated by the
         sale of this merchandise will be factored. The aforementioned inventory
         and receivables will be secured by the financing company and factoring
         company, respectively.







         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  -------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS
         -----------------------------------


         FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS
         -----------------------------------------------
         This Quarterly Report on Form 10-QSB contains forward-looking
         statements within the meaning of Section 27A of the Securities Act of
         1933 and Section 21E of the Securities Exchange Act of 1934. The
         Company's actual results could differ materially from those set forth
         in the forward-looking statements.

         The following discussion should be read in conjunction with the
         attached consolidated financial statements and notes thereto and with
         the Company's audited financial statements and notes thereto for the
         fiscal year ended December 31, 1999.


         FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
         ---------------------------------------------------------------
         Azurel, Ltd., hereinafter "Azurel" or "the Company", through its
         wholly-owned subsidiaries, markets, and sells private label cosmetics,
         fragrances and skincare products, in addition to providing warehousing,
         assembly and distribution services for other companies in related
         businesses. Prior to the sale of its Private Label Cosmetics subsidiary
         on May 26, 2000, the Company was also engaged in the manufacture of
         many of those same products.



                                       7


<PAGE>


         RESULTS OF OPERATIONS
         ---------------------

         Total revenues for the nine and three months ended September 30, 2000
         were $1,296,470 and $421,590, respectively, compared to $2,610,870 and
         $809,075 for the nine and three months ended September 30, 1999. This
         decrease is largely attributable to a significantly higher volume of
         closeout sales in the first half of 1999 and delays in receiving
         product to ship for the Christmas season until the fourth quarter of
         2000.

         Cost of goods sold were $746,267 and $290,162 for the nine and three
         months ended September 30, 2000 and $3,651,360 and $545,233 for the
         respective periods ended September 30, 1999. The significant decrease
         is attributable to two factors. The first factor relates to the
         capturing of overhead costs at the Azurel Sales and Distribution
         facility. In the 1999 period, when this subsidiary was manufacturing
         soap, overhead was allocated to cost of goods sold. The Company,
         however, sold its soap machines in June, 1999, and is now recording all
         overhead costs in "Selling, general and administrative expenses" in
         2000. Secondly, the Company sold off significant quantities of slow
         moving inventory and disposed of obsolete inventory during the first
         half of 1999. The gross profit as a percentage of revenue was 42.4% and
         31.2% for the nine and three months ended September 30, 2000 as
         compared to (39.9)% and 32.6% for the corresponding periods ended
         September 30, 1999.

         Selling, general and administrative (S,G&A) expenses for the nine and
         three months ended September 30, 2000 were $3,091,121 and $792,338 and
         $3,377,684 and $1,065,652 for the nine and three months ended September
         30, 1999. As mentioned in the last paragraph, overhead expenses in 1999
         were captured in cost of goods sold, but are treated as selling,
         general and administrative expenses in 2000. Current year expenses were
         adversely impacted by approximately $100,000 of increased computer
         training and programming costs associated with the implementation of a
         new computer system and increased legal expenses resulting from the
         sale of the Company's Private Label Cosmetics subsidiary. These factors
         were more than offset by current year expense reductions in wages and
         associated costs of approximately $400,000 and lower rent resulting
         from the move to a smaller facility by approximately $125,000.
         Additionally, amortization expense was approximately $150,000 lower in
         2000 due to the write-off of formulae and customer lists attributable
         to the discontinued operation, in December 1999.

         Interest expense was $505,400 for the nine months ended September 30,
         2000 and $133,098 for the three months ended September 30, 2000
         compared to $427,307 for the nine months ended September 30, 1999 and
         $113,946 for the three months ended September 30, 1999. The increase is
         a reflection of increased debt financing levels in 2000, partially
         offset by a reduction in the revolving line of credit.




                                       8


<PAGE>



         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

         The Company's primary source of liquidity is accounts receivable of
         $433,309.

         In September 1999, the Company sold $800,000 of its Series C
         Convertible Preferred Stock.

         During the first quarter of 2000, Azurel borrowed an aggregate of
         $350,000 in unsecured notes, at an interest rate of 8%. These notes
         were converted to 700,000 shares of common stock at a price of $.50 per
         share in June 2000.

         During the third quarter of 2000, Azurel borrowed an aggregate of
         approximately $328,000 in unsecured notes, at an interest rate of 8%.

         In July, 2000, the Company signed a purchase order financing and
         factoring agreement, whereby 100 percent of its overseas purchases can
         be funded by letters of credit, and the receivables generated by the
         sale of this merchandise will be factored. The aforementioned inventory
         and receivables are secured by the financing company and factoring
         company, respectively.

         Cash used in operating activities for the nine months ended September
         30, 2000 was $734,702 as compared to $3,292,146 for the corresponding
         1999 period. This decrease is primarily attributable to a decrease in

                                       9


<PAGE>

         net loss of approximately $1,300,000. Net losses of $2,383,538 before
         non-cash expenses were funded essentially by a $1,401,315 decrease in
         accounts receivable and a $611,750 decrease in inventory.

         Cash used in investing activities amounted to $5,072 for the nine
         months ended September 30, 2000 compared to $191,119 provided by
         investing activities for the nine months ended September 30, 1999. The
         1999 figure is primarily a reflection of the sale of the soap machines
         at the Azurel Sales & Distribution facility in June 1999. The proceeds
         from the sale of PLC, $1,061,418, proceeds from the issuance of notes
         $677,533 (of which $350,000 was converted to common stock), and
         reduction of the short term note receivable, $153,791, were more than
         sufficient to pay down loan balances with Finova, $1,168,950.

         DISCONTINUED OPERATIONS
         -----------------------

         In March 2000, the Company entered into an agreement to sell its
         two-thirds interest in Private Label Cosmetics, Inc. and Fashion
         Laboratories, Inc. (collectively known as the "Private Label Group") to
         Michael J. Assante, President of Private Label Cosmetics. Mr. Assante
         previously owned one-third of the Private Label Group. The Company
         completed the sale on May 26, 2000, receiving an aggregate of
         $1,061,418 in cash, a one-year $224,403 promissory note and a two-year
         $1,800,000 promissory note. In addition, Mr. Assante agreed to forgive
         $600,000 owed to him by the Company in connection with the Company's
         acquisition of the Private Label Group in August 1996.

         The Company had established a provision for an estimated loss of
         approximately $1,156,000. The results of operations for the
         discontinued operations have been reclassified for all periods in the
         accompanying financial statements.

         GOING CONCERN
         -------------

         The Company received a going concern opinion from its auditors for the
         year ended December 31, 1999. The Company sustained losses of
         approximately $2,565,000 for the nine months ended September 30, 2000
         and had a working capital deficiency of approximately $5,105,000 as of
         that date. Although the Company is current with respect to payment of
         its year 2000 payroll tax obligations, it has not remitted 1999 third
         and fourth quarter federal and state payroll taxes of approximately
         $325,000. These conditions raise substantial doubt about the Company's
         ability to continue as a going concern. Management's plans with respect
         to these matters include restructuring its existing debt, raising
         additional capital through issuance of stock and debentures, and
         ultimately developing a viable business through new leadership.



                                       10



<PAGE>



         PART II - OTHER INFORMATION
         ---------------------------


         Item 1. LEGAL PROCEEDINGS
                 -----------------

         On or about September 11, 2000, International Licensing (California)
         Corp., filed a complaint for damages for breach of contract in the
         Superior Court in the State of California, county of San Diego. The
         complaint references an agreement to collect royalties for the use of
         the Hang Ten trademark. The Company is vigorously defending this action
         and believes, with no assurance, that it has a meritorious defense.
         Although the ultimate outcome of this action can not be determined at
         this time, the Company does not believe that the result will have a
         material adverse effect on the Company's financial position or overall
         trends in results of operations.

         On or about November 16, 2000, a former officer of the Company filed
         suit against the Company in the Superior Court in the State of New
         York, county of New York, claiming breach of an employment contract and
         default on a promissory note. In the opinion of management, this suit
         is without merit. Although the ultimate outcome of this action can not
         be determined at this time, the Company does not believe that the
         result will have a material adverse effect on the Company's financial
         position or overall trends in results of operations.

Item 5.  OTHER INFORMATION
         -----------------

         Meeting with Nasdaq - On March 23, 2000, the Company met with the
         Nasdaq Listing Qualifications Panel ("The Panel") to respond to
         concerns raised by Nasdaq. Although the Company believed it was in
         compliance with corporate governance requirements, on April 28, 2000,
         the Panel determined to delist the Company's securities for public
         interest concerns. The Panel also cited the Company's December 31, 1999
         reported net tangible assets of $(820,944) - net tangible assets as of
         March 31, 2000 are reported as $(1,792,607)- and that, as of the close
         of business on April 27, 2000, the Company failed to evidence a minimum
         bid price of $1.00 per share, as required by Nasdaq Marketplace Rule
         430(c)(4), for 27 consecutive trading days.


Item 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------
                   (a.)     EXHIBIT         DESCRIPTION
                            -------         -----------
                             27             Financial Data Schedule

                   (b.)     Reports on Form 8-K
                            -------------------

                             An 8-K was filed on July 26, 2000, announcing
                             various management changes.









                                       11



<PAGE>


                                   SIGNATURES
                                   ----------



         In accordance with the requirements of the Exchange Act, the registrant
         caused this report to be signed on its behalf by the undersigned,
         thereunto duly authorized.


                                            AZUREL LTD.


                                            /S/ EDWARD ADAMCIK
                                            ------------------
                                            Edward Adamcik
                                            Chief Financial Officer


                                            /S/ STEVEN M. BARRY
                                            -------------------
                                            Steven M. Barry
                                            Corporate Controller and Secretary



Dated : November 21, 2000






                                       12