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

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       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 offer to
purchase up to $230 million of its outstanding $475 million 10 1/4 percent
senior secured notes due 2013. A copy of the press release announcing this offer
is attached as Exhibit 99.1 and incorporated herein by reference.

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 INC. COMMENCES PARTIAL TENDER OFFER AND CONSENT
           SOLICITATION FOR ITS 10 1/4% SENIOR SECURED NOTES DUE 2013

Lake Forest, Illinois, November 1, 2007 -- Tenneco Inc. announced today that it
has commenced a cash tender offer for up to $230,000,000 aggregate principal
amount of 10 1/4% Senior Secured Notes due 2013 (CUSIP No. 880349AD7). Tenneco
is launching this tender offer and consent solicitation as part of a transaction
designed to reduce the company's interest expense, extend the maturity of some
of its debt and to amend the indenture for the Notes to more closely align debt
covenants among the company's various tranches of notes.

The total consideration per $1,000 principal amount of Notes validly tendered
and not withdrawn prior to 5:00 p.m., New York City time, on November 15, 2007,
unless extended (the "Consent Date"), will be calculated based on the present
value on the payment date of the sum of $1,051.25 (the earliest redemption price
for the Notes on June 15, 2008, which is the earliest redemption date for the
Notes), plus interest payments through June 15, 2008, determined using a
discount factor equal to the yield on the price determination date of the 5 1/8%
U.S. Treasury Note due June 30, 2008, plus a fixed spread of 50 basis points.
The price determination date will be 2:00 p.m., New York City time, at least ten
business days prior to the expiration date. The payment date will be promptly
after the expiration date.

The tender offer is scheduled to expire at midnight, New York City time, on
November 30, 2007, unless extended. Accrued and unpaid interest to, but not
including, the payment date will be paid on all Notes tendered and accepted for
payment.

The tender offer is for a maximum of $230,000,000 aggregate principal amount of
Notes (the "Maximum Tender Amount"). In the event that the tender offer is
oversubscribed, tenders will be accepted on a pro rata basis. Tenneco reserves
the right, but is not obligated, to increase the Maximum Tender Amount.

The total consideration includes a consent payment of $30.00 per $1,000
principal amount of Notes. Only Notes that are tendered on or prior to the
Consent Date and that are accepted for payment will receive the Consent Payment.





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The Company is soliciting consents to conform certain covenants in the
indenture governing the Notes to make them no more restrictive than comparable
provisions applicable to the Company's 8.625% Senior Subordinated Notes due
2014, including with respect to the incurrence of indebtedness and the absence
of limitation on issuances and transfers of restricted subsidiary stock, and to
make other minor or related modifications.

The tender offer is conditioned on the satisfaction or waiver prior to the
acceptance date of customary conditions, including the following: (i) Tenneco
having received from the offer and sale of new indebtedness, on terms and
conditions acceptable to it in its sole discretion, funds sufficient to
consummate the offer; and (ii) the receipt of the requisite consents required to
implement the proposed amendments to the indenture from holders of the senior
secured notes.

The complete terms and conditions of the tender offer and consent solicitation
are described in the Offer to Purchase and Consent Solicitation Statement of the
Company dated November 1, 2007, copies of which may be obtained by contacting
Global Bondholder Services Corporation, the information agent for the offer, at
(212) 430-3774 (collect) or (866) 873-5600 (U.S. toll-free). Banc of America
Securities LLC and Citi are the dealer managers and solicitation agents for the
tender offer and consent solicitation. Additional information concerning the
tender offer and consent solicitation may be obtained by contacting Banc of
America Securities LLC, High Yield Special Products, at (704) 388-4813 (collect)
or (888) 292-0070 (U.S. toll-free) and Citi at (212) 723-6106 (collect) or
(800) 558-3745 (toll-free).


This press release does not constitute an offer to sell or a solicitation of an
offer to buy any Notes or other securities, nor shall there be any sale of any
Notes or other securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. This announcement is also
not an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any Notes or other securities. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement dated November 1, 2007.


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




                                      -3-




aftermarket. Tenneco markets its products principally under Monroe(R),
Walker(R), Gillet(TM), and CleviteElastomer brand names.

The disclosures herein include statements that are 'forward looking' within the
meaning of federal securities law concerning Tenneco's offer and consent
solicitation. These forward-looking statements generally can be identified by
phrases such as "will," "conditioned" or other words or phrases of similar
import. The company's ability to complete the transaction is subject to market
conditions 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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