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                             April 5, 2022

       Ashley Bancroft
       Corporate Secretary
       TENNECO INC
       500 North Field Drive
       Lake Forest, IL 60045

                                                        Re: TENNECO INC
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed on March 15,
2022
                                                            File No. 001-12387

       Dear Ms. Bancroft:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       General

   1.                                                   Please provide us with
your analysis as to the applicability of Exchange Act Rule 13e-3 to
                                                        your transaction and
any filing obligation you may have to provide additional disclosure
                                                        on Schedule 13E-3.
Refer to Sections 201.01 and 201.05 of the Going Private
                                                        Transactions, Exchange
Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure
                                                        Interpretations.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.
 Ashley Bancroft
TENNECO INC
April 5, 2022
Page 2

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Bradley Ecker, Staff Attorney, at (202) 551-4985 or
Sergio Chinos,
Staff Attorney, at (202) 551-7844 with any questions.



FirstName LastNameAshley Bancroft                          Sincerely,
Comapany NameTENNECO INC
                                                           Division of
Corporation Finance
April 5, 2022 Page 2                                       Office of
Manufacturing
FirstName LastName