8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): November 1, 2007

                                  TENNECO INC.
               (Exact Name of Registrant as Specified in Charter)




          Delaware                        1-12387                76-0515284
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
incorporation or organization)                               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:

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

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

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

[ ]  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 November 1, 2007, Tenneco announced that it was commencing an offering
of senior notes due 2015. A copy of the press release announcing this offering
is attached as Exhibit 99.1 and incorporated herein by reference. The offering
and related transactions are designed to (1) reduce our interest expense and
extend the maturity of a portion of our debt (by using the proceeds of the
offering to tender for a portion of our outstanding $475 million 10 1/4 percent
senior secured notes due 2013), (2) facilitate the realignment of the ownership
structure of some of our foreign subsidiaries and (3) otherwise amend the
covenants in the indenture for the senior secured notes to be consistent with
those contained in our subordinated notes, including conforming the limitation
on incurrence of indebtedness and the absence of a limitation on issuances or
transfers of restricted subsidiary stock, and make other minor modifications.

     The ownership structure realignment we intend to undertake is designed to
more effectively align our domestic and foreign assets and revenues with
expenses in the appropriate local currencies. Some of the desired results of the
realignment will be to allow us to more rapidly use our U.S. net operating
losses and reduce our cash tax payments.

     At present, the realignment involves the 2007 formation of a Luxembourg
holding corporation which will become the owner of certain key European entities
previously owned by us and our U.S. entities through the use of cash on hand and
intercompany debt payable to a U.S. entity. In 2008, we currently plan to
transfer certain of our other companies into the Luxembourg holding company
structure. We will require the consent of our lenders under our senior credit
facility to complete these realignment transactions, which we expect we will be
able to obtain. The realignment as currently structured is conditioned on our
completing the refinancing of our senior secured notes described above. We may
alter the components of the realignment from time to time. If market conditions
permit, after completion of the 2008 realignment steps, we may offer debt issued
by the Luxembourg holding company. The proceeds of that debt would be used to
repay the intercompany debt and, ultimately, call the remaining senior secured
notes outstanding.

     We expect that the net impact of the offering of new notes and related
initial repurchase of our senior secured notes, will be to (a) reduce our annual
interest expense by approximately $4 million for 2008 and (b) increase our
outstanding total debt by approximately $20 million. In connection with this
offering and the related initial repurchase of our senior secured notes, we also
expect to record non-recurring pre-tax charges related to the tender premium and
fees, the write-off of deferred debt issuance costs, and the write-off of
previously recognized issuance premium of approximately $ 20 million in the
fourth quarter of 2007. Related to the realignment, we expect to record
non-cash charges related to the use of our net operating losses of up to $66
million in the fourth quarter of 2007. We cannot, at this time, predict the
impact the realignment described above will have on our 2008 financial results.

     The new notes have not been registered under the Securities Act or any
state securities law and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws. This current report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to
buy the new notes.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.     Description
- ----------      -----------

99.1            Press release issued November 1, 2007.






                                   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: November 1, 2007                      By: /s/ David A. Wardell
                                                ------------------------
                                                David A. Wardell
                                                Senior Vice President,
                                                General Counsel and Secretary

EX-99.1

                                                                    EXHIBIT 99.1



news release                                                     [TENNECO LOGO]



     Contacts:    Jane Ostrander                                 Leslie Hunziker
                  Media Relations                             Investor Relations
                  847 482-5607                                      847 482-5042
                  jostrander@tenneco.com                   lhunziker@tenneco.com


           TENNECO COMMENCES OFFERING OF $250,000,000 OF SENIOR NOTES
              DUE 2015 PLANS TO PURCHASE UP TO $230,000,000 OF ITS
                 10 1/4 PERCENT SENIOR SECURED NOTES DUE 2013.


Lake Forest, Illinois, November 1, 2007 -- Tenneco Inc. (NYSE: TEN) today
announced that it had commenced an offering of $250,000,000 of Senior Notes due
2015. Tenneco plans to use the net proceeds of the offering, together with cash
on hand, to purchase up to $230,000,000 of its outstanding $475 million of
10 1/4 percent senior secured notes due 2013. The offering is subject to market
and other conditions.

The notes will be general senior obligations of Tenneco and will mature on
November 15, 2015 with interest payable semi-annually on May 15 and November 15.
The notes will be guaranteed by each of Tenneco's domestic restricted
subsidiaries that also guarantee Tenneco's senior credit facility. These
guarantees will be general senior obligations of the subsidiary guarantors. The
notes and guarantees will not be secured by any assets of Tenneco or the
guarantors.

Tenneco is offering the notes in reliance upon an exemption from registration
under the Securities Act of 1933 for an offer and sale of securities that does
not involve a public offering. The notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration. This news release
does not constitute an offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or sale in any
jurisdiction in which it would be unlawful.

COMPANY INFORMATION AND FORWARD LOOKING STATEMENTS

Tenneco is a $4.7 billion manufacturing company with headquarters in Lake
Forest, Illinois and approximately 19,000 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 original equipment
market and the aftermarket. Tenneco markets its products principally under the
Monroe(R), Walker(R), Gillet(TM) and Clevite(R)Elastomer brand names.

The disclosures herein include statements that are "forward looking" within the
meaning of federal securities law concerning Tenneco's proposed offering. The
terms of, and Tenneco's ability to complete, such transaction will depend upon
prevailing market conditions and other factors. The forward-looking statements
are subject to these and other risks and uncertainties that could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements.



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