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                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Azurix Corp., a Delaware corporation (the "Company"), of its Annual Report on
Form 10-K for the year ended December 31, 2000 with the Securities and Exchange
Commission, the undersigned officer or director of the Company hereby
constitutes and appoints John L. Garrison, Jr., John C. Ale and Norma A. Tidrow,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file such
Annual Report on Form 10-K, together with all amendments thereto, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that the said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of March, 2001.



                                                 /S/  J. CLIFFORD BAXTER
                                                 ------------------------------
                                                 J. Clifford Baxter




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                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Azurix Corp., a Delaware corporation (the "Company"), of its Annual Report on
Form 10-K for the year ended December 31, 2000 with the Securities and Exchange
Commission, the undersigned officer or director of the Company hereby
constitutes and appoints John L. Garrison, Jr., John C. Ale and Norma A. Tidrow,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file such
Annual Report on Form 10-K, together with all amendments thereto, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that the said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of March, 2001.


                                                    /S/ JAMES V. DERRICK, JR.
                                                    ---------------------------
                                                    James V. Derrick, Jr.


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                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Azurix Corp., a Delaware corporation (the "Company"), of its Annual Report on
Form 10-K for the year ended December 31, 2000 with the Securities and Exchange
Commission, the undersigned officer or director of the Company hereby
constitutes and appoints John L. Garrison, Jr., John C. Ale and Norma A. Tidrow,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file such
Annual Report on Form 10-K, together with all amendments thereto, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that the said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of March, 2001.



                                                   /S/  J. MARK METTS
                                                   ----------------------------
                                                   J. Mark Metts