8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 25, 2011 (May 23, 2011)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12387	76-0515284
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS	60045
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

On May 23, 2011, the Company announced that its board of directors has approved a share repurchase program, authorizing the repurchase of up to 400,000 shares of the company’s outstanding common stock over the next 12 months. The repurchase program is intended to offset dilution from shares of restricted stock and stock options that were issued in 2011 to employees under Tenneco’s long-term compensation plan. The company anticipates acquiring the shares through open market or privately negotiated transactions, which will be funded through cash from operations. The repurchase program does not obligate Tenneco to make repurchases at any specific time or situation. A copy of the press release announcing the share repurchase program is attached as Exhibit 99.1 to this report and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 23, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TENNECO INC.
Date: May 25, 2011	By:	/s/ James D. Harrington
		James D. Harrington
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

news release

TENNECO ANNOUNCES SHARE REPURCHASE PROGRAM

Lake Forest, Illinois, May 23, 2011 — Tenneco Inc. (NYSE: TEN) announced that the company’s board of directors has approved a share repurchase program, authorizing the repurchase of up to 400,000 shares of the company’s outstanding common stock over the next 12 months. The repurchase program is intended to offset dilution from shares of restricted stock and stock options that were issued in 2011 to employees under Tenneco’s long-term compensation plan.

Tenneco has focused on reducing its borrowing levels and improving the company’s financial flexibility since becoming a stand-alone company. At the end of 2010, Tenneco had reduced its debt net of cash balances by $502 million over the course of the previous 10 years. While debt reduction remains a priority, the company is now in a position to expand its options for using cash.

“It is the right time to begin capital returns to our shareholders given the substantial progress we have made in improving our financial position,” said Gregg Sherrill, chairman and CEO, Tenneco. “At the same time, we remain committed to further improving our financial strength, and investing in our strategic initiatives — from new technologies and products to our global footprint — so that Tenneco remains well-positioned to take advantage of organic and other growth opportunities.”

The company anticipates acquiring the shares through open market or privately negotiated transactions, which will be funded through cash from operations. The repurchase program does not obligate Tenneco to make repurchases at any specific time or situation.

Tenneco is a $5.9 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 22,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco markets its products principally under the Monroe^®, Walker^®, Gillet™ and Clevite^®Elastomer brand names.

This press release contains or may contain forward-looking statements. Words such as “anticipates”, “expects,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company’s plans, actions and actual results could differ materially. Please see the company’s filings with the SEC for further information, including the Safe Harbor Statement and Risk Factors in the company’s 10-K. The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

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Contacts:
Linae Golla
Investor relations
847 482-5162
lgolla@tenneco.com

Jane Ostrander
Media relations
847 482-5607
jostrander@tenneco.com