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                                                                   EXHIBIT 10.13

               SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

         This Agreement, entered into on this 14th day of November, 2000 and
made effective as of August 25, 2000, by and between AZURIX CORP., a Delaware
corporation ("Employer") having its headquarters at 333 Clay Street, Houston,
Texas 77002, and JOHN L. GARRISON ("Employee"), an individual residing at 3039
Ella Lee Lane, Houston, Texas 77019, is an amendment to that certain Executive
Employment Agreement between the Employer and Employee entered into the 26th day
of April, 1999, and made effective as of April 26, 1999 (the "Employment
Agreement").

         WHEREAS, the parties desire to amend the Employment Agreement as
provided herein;

         NOW, THEREFORE, in consideration thereof and of the mutual covenants
contained herein, the parties agree as follows:

               1. Article 1, Section 1.2 is hereby deleted in its entirety and
the following is inserted in its place:

                   "1.2 Employee initially shall be employed in the position set
                   forth on Exhibit A. Subject to the provisions of Article 3,
                   Section 3.2(i), Employer may subsequently assign Employee to
                   a different position or modify Employee's duties and
                   responsibilities. Moreover, Employer may assign this
                   Agreement and Employee's employment to Employer, Enron, or
                   any affiliates of Employer or Enron. Employee agrees to serve
                   in the assigned position and to perform diligently and to the
                   best of Employee's abilities the duties and services
                   appertaining to such position as determined by Employer, as
                   well as such additional or different duties and services
                   appropriate to such position which Employee from time to time
                   may be reasonably directed to perform by Employer. Employee
                   shall at all times comply with and be subject to such
                   policies and procedures as Employer may establish from time
                   to time."

               2. Article 3, Section 3.2 is hereby deleted in its entirety and
the following is inserted in its entirety:

                           "3.2 Employee shall have the right to terminate the
                           employment relationship under this Agreement at any
                           time prior to the expiration of the Term of
                           employment for any of the following reasons:

                           (i)      Employee is required by Employer to be
                                    permanently relocated to a city more than 50
                                    miles from the Houston area or Employee is
                                    transferred or assigned from Employee's
                                    present position to a position which
                                    involves an overall substantial and material
                                    reduction in the nature or scope of
                                    Employee's duties and responsibilities as
                                    President and Chief Executive Officer of
                                    Employer and within sixty

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                                    days after such relocation or transfer or
                                    assignment Employee provides Employer with a
                                    written notice that such relocation or
                                    transfer or assignment has occurred and that
                                    Employee intends to terminate the employment
                                    relationship under this provision, and
                                    thereafter such relocation or transfer or
                                    assignment is not corrected by Employer
                                    within thirty days;

                           (ii)     notice from Employee to Employer within
                                    sixty (60) days after the date on which a
                                    Change of Control occurs. For the purposes
                                    of this Agreement, Change of Control means:
                                    (a) the Employer merges or consolidates with
                                    any other entity and (except as part of a
                                    re-incorporation or other re-organization)
                                    is not the surviving entity (or survives
                                    only as a subsidiary of another entity), (b)
                                    the Employer sells all or substantially all
                                    its assets or operating companies to another
                                    person or entity, (c) the Employer is
                                    dissolved, or (d) if any third person or
                                    entity (other than Enron or Atlantic Water
                                    Trust or their successors) together with its
                                    affiliates shall become, directly or
                                    indirectly, the Beneficial Owner of more
                                    than 50% of the voting stock of the
                                    Employer. "Beneficial Owner" shall be
                                    defined by reference to Rule 13d-3 under the
                                    Securities Exchange Act of 1934, as amended,
                                    or any successor rule or regulation;
                                    provided, however, and without limitation,
                                    any individual, corporation, partnership,
                                    group, association or other person or entity
                                    which has the right to acquire any capital
                                    stock of the Employer at any time in the
                                    future, whether such right is contingent or
                                    absolute, pursuant to any agreement,
                                    arrangement or understanding or upon
                                    exercise of conversion rights, warrants or
                                    options, or otherwise, shall be the
                                    Beneficial Owner of such capital stock. In
                                    this event, at Employer's discretion,
                                    Employee will provide transition services of
                                    six (6) months after providing notice to
                                    Employer under this Section 3.2 (ii);

                           (iii)    any other material breach by Employer of any
                                    material provision of this Agreement which
                                    remains uncorrected for 30 days following
                                    written notice of such breach by Employee to
                                    Employer; or

                           (iv)     for any other reason whatsoever, in the sole
                                    discretion of Employee.

                           The termination of Employee's employment by Employee
                           prior to the expiration of the Term shall constitute
                           an "Involuntary Termination" if made pursuant to
                           Section 3.2(i), Section 3.2 (ii), or Section 3.2
                           (iii), the effect of such termination is specified in
                           Section 3.5. The termination of Employee's employment
                           by Employee prior to the expiration of the Term shall
                           constitute a "Voluntary Termination" if made pursuant
                           to Section 3.2(iv); the effect of such termination is
                           specified in Section 3.3."

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               3. Article 3, Section 3.5 is hereby deleted in its entirety and
the following inserted in its place:

                           "Upon an Involuntary Termination of the employment
                           relationship by either Employer or Employee prior to
                           the expiration of the Term, Employee shall be
                           entitled, in consideration of Employee's continuing
                           obligations hereunder after such termination
                           (including, without limitation, Employee's
                           non-competition obligations), to receive the greater
                           of one hundred twenty-five percent (125%) of the then
                           current Monthly Base Salary as if Employee's
                           employment (which shall cease on the date of such
                           Involuntary Termination) had continued for the full
                           Term of this Agreement or two (2) years annual base
                           salary plus two times his target bonus. In addition,
                           Employer shall reimburse Employee for 75% of the cost
                           of medical insurance for Employee and Employee's
                           family members covered immediately prior to the date
                           of Involuntary Termination through the Term of this
                           Agreement and Employee shall have full discretion to
                           determine the provider of said medical insurance for
                           Employee and his family. Employee shall not be under
                           any duty or obligation to seek or accept other
                           employment following Involuntary Termination and the
                           amounts due Employee hereunder shall not be reduced
                           or suspended if Employee accepts subsequent
                           employment. Employee's rights under this Section 3.5
                           are Employee's sole and exclusive rights against
                           Employer, Enron, or their affiliates, and Employer's
                           sole and exclusive liability to Employee under this
                           Agreement, in contract, tort, or otherwise, for any
                           Involuntary Termination of the employment
                           relationship. Employee covenants not to sue or lodge
                           any claim, demand or cause of action against Employer
                           for any sums for Involuntary Termination other than
                           those sums specified in this Section 3.5. If Employee
                           breaches this covenant, Employer shall be entitled to
                           recover from Employee all sums expended by Employer
                           (including costs and attorneys fees) in connection
                           with such suit, claim, demand or cause of action."

               4. Article 7, Section 7.1(iii) is hereby deleted in its entirety
               and the following is inserted in its entirety:

                           induce any employee of Employer or Enron or any of
                           their affiliates to terminate his or her employment
                           with Employer, Enron, or their affiliates, or hire or
                           assist in the hiring of any such employee by person,
                           association, or entity not affiliated with Enron.

                           These non-competition obligations shall extend until
                           the latter of (a) expiration of the Term or (b) two
                           years after termination of the employment
                           relationship.

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               5. Exhibit "A" to the Employment Agreement is hereby deleted in
         its entirety and the attached Exhibit "A" is inserted in its entirety.

         This Amendment is a Second Amendment to the Employment Agreement, and
the parties agree that all other terms, conditions and stipulations contained in
the Employment Agreement, and any amendments thereto, shall remain in full force
and effect and without any change or modification, except as provided herein.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                               AZURIX CORP.



                                               By: /S/ HERBERT S. WINOKUR, JR.
                                                  -----------------------------
                                               Name:  Herbert S. Winokur, Jr.
                                               Title: Chairman

                                               This 14th day of November, 2000


                                               JOHN L. GARRISON



                                               /S/ JOHN L. GARRISON
                                               --------------------------------
                                               This 14th day of November, 2000


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                                 EXHIBIT "A" TO
                         EXECUTIVE EMPLOYMENT AGREEMENT
                    BETWEEN AZURIX CORP. AND JOHN L. GARRISON


Term:                      Five years from the Effective Date of this Agreement

Position:                  President and Chief Executive Officer

Location:                  Houston, Texas

Reporting Relationship:    Reports to Chairman

Monthly Base Salary:       Effective May 1, 2000, Employee's Monthly Base
                           Salary shall be  Thirty-Seven Thousand Five Hundred
                           Dollars ($37,500.00).

Bonus:                     Employee shall be eligible to participate in the
                           Azurix Corp. Annual Incentive Plan ("Plan") or any
                           replacement plan of Employer. All bonuses shall be
                           paid in accordance with the terms and provisions of
                           the Plan, a portion of which may be paid in cash and
                           a portion of which may be paid in stock options
                           and/or restricted stock. Employee's annual bonus
                           target is 100% of Employee's annual base salary,
                           subject to both Employer's performance and Employee's
                           performance.

Long Term Incentive Plan:  Employee shall be eligible to participate in the
                           Azurix Corp Stock Plan.

                                  AZURIX CORP.


                                               By: /S/ HERBERT S. WINOKUR, JR
                                                   ----------------------------
                                               Name:  Herbert S. Winokur, Jr.
                                               Title: Chairman
                                               This 14th day of November, 2000


                                               JOHN L. GARRISON


                                               /S/ JOHN L. GARRISON
                                               --------------------------------
                                               This 14th day of November, 2000


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