SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MACHER FRANK E

(Last)

(First)

(Middle)

C/O COLLINS & AIKMAN

250 STEPHENSON HWY

(Street)

TROY

48083

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2007		M⁽¹⁾		2,500	A	$5.75	9,304	D
Common Stock	05/22/2007		M⁽¹⁾		5,000	A	$3.66	14,304	D
Common Stock	05/22/2007		M⁽¹⁾		10,000	A	$1.57	24,304	D
Common Stock	05/22/2007		M⁽¹⁾		5,000	A	$3.77	29,304	D
Common Stock	05/22/2007		M⁽¹⁾		5,000	A	$8.68	34,304	D
Common Stock	05/22/2007		M⁽¹⁾		5,000	A	$16	39,304	D
Common Stock	05/22/2007		S		32,500	D	$31.8923	6,804	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Options (right to buy)	$5.75	05/22/2007		M⁽²⁾			2,500	01/11/2001	07/11/2010	Common Stock	2,500	⁽³⁾	0	D
Director Stock Options (right to buy)	$3.66	05/22/2007		M⁽²⁾			5,000	07/09/2001	01/09/2011	Common Stock	5,000	⁽³⁾	0	D
Director Stock Options (right to buy)	$1.57	05/22/2007		M⁽²⁾			10,000	06/05/2002	12/05/2011	Common Stock	10,000	⁽³⁾	0	D
Director Stock Options (right to buy)	$3.77	05/22/2007		M⁽²⁾			5,000	07/21/2003	01/21/2013	Common Stock	5,000	⁽³⁾	0	D
Director Stock Options (right to buy)	$8.68	05/22/2007		M⁽²⁾			5,000	07/20/2004	01/20/2014	Common Stock	5,000	⁽³⁾	0	D
Director Stock Options (right to buy)	$16	05/22/2007		M⁽²⁾			5,000	07/17/2005	01/17/2012	Common Stock	5,000	⁽³⁾	0	D

Explanation of Responses:

1. Shares received upon exercise of Director Stock Options

2. Exercise of Director Stock Options

3. Reflects stock options granted pursuant to Rule 16b-3

	/s/ James D. Harrington, Attorney-in-fact for Frank E. Macher	05/24/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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