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): January 16, 2006

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




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

[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On January 16, 2006, Tenneco Inc.'s Compensation/Nominating/Governance
Committee approved an amendment and restatement of the Tenneco Automotive Value
Added Incentive Compensation Plan (the "Plan"). The Plan provides that 75% of an
individual's annual bonus is tied to the company's Economic Value Added ("EVA")
performance against targets established by the Committee. Prior to the amendment
and restatement, the Plan required that each individual's EVA-based bonus be
credited to a bonus bank before payout. For any year, an individual's payout
would be equal to the sum of: (i) his or her EVA-based bonus for that year, if
positive (but not exceeding 120% of his or her EVA-based target bonus), plus
(ii) one-third of the individual's remaining bonus bank as of the end of that
year, if any. The amendment and restatement eliminated the bonus banking
provisions with respect to bonuses paid for periods beginning January 1, 2006,
so that an individual will receive his or her full EVA-based bonus for any year
within 2 1/2 months after the end of that year. Amounts credited to individual
bonus banks for prior periods will be paid out in accordance with the Plan terms
as they existed prior to the amendment and restatement (generally one-third of
the bonus bank each year).

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS

         On January 17, 2006, Tenneco Inc. announced that it had expanded its
board of directors to 11 members and that Mitsunobu Takeuchi had been elected to
the company's board of directors by action of the board of directors on that
date. Mr. Takeuchi has not, at this time, been appointed to any committee of the
board of directors. Mr. Takeuchi's election is described in the company's press
release, dated January 17, 2006, which is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.

ITEM 8.01 OTHER EVENTS

         On January 18, 2006, Tenneco Inc. announced that Kenneth R. Trammell
had been promoted from Senior Vice President to Executive Vice President of the
company. Mr. Trammell retains the title and position of Chief Financial Officer.
Mr. Trammell's promotion is described in the company's press release, dated
January 18, 2006, which is filed as Exhibit 99.2 to this Current Report on Form
8-K and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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

99.1                       Press release issued January 17, 2006

99.2                       Press release issued January 18, 2006






                                   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:    January 18, 2006                      By: /s/ Timothy R. Donovan
                                               --------------------------------
                                                   Timothy R. Donovan
                                                   Executive Vice President and
                                                   General Counsel