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): January 15, 2007

                                  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 15, 2007, in connection with Gregg Sherrill's appointment as
Chairman and Chief Executive Officer of Tenneco Inc., Mr. Sherrill entered into
a non-compete and confidentiality agreement with the company. The agreement
prohibits Mr. Sherrill under circumstances described in the agreement from
engaging in, being employed by or otherwise advising or acting for any business
which is a competitor of the company for a period of one year after the
termination of Mr. Sherrill's employment by the company. A copy of the agreement
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS


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

99.1               Letter Agreement between Tenneco Inc. and Gregg Sherrill.





                                   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 16, 2007                  By: /s/ Timothy R. Donovan
                                            ----------------------------
                                            Timothy R. Donovan
                                            Executive Vice President and
                                            General Counsel

EX-99.1

                            [TENNECO INC. LETTERHEAD]


PERSONAL AND CONFIDENTIAL

Gregg Sherrill
2010 E. Windsor Place, #E
Milwaukee, WI 532021

Dear Gregg::

Per our conversations, Tenneco Inc. (the "Company"), as a condition to your
employment as Chairman and Chief Executive Officer of the Company, has requested
that you agree as follows:

1.   Non-Competition You agree that for a period of one year after the
termination of active employment by the Company and its subsidiaries and
affiliates, you shall not, except as permitted by the Company's prior written
consent, in any capacity in which Confidential Information or Trade Secrets of
the Company would reasonably be regarded as useful, engage in, be employed by,
or in any way advise or act for any business which is a competitor of the
Company or any of its subsidiaries or affiliates with respect to any of the
products or services provided by the Company or any of its subsidiaries or
affiliates and within the national and international geographic markets served
by the Company or any of its subsidiaries or affiliates. This restriction shall
also apply to any ownership or other financial interest in such a competitor
except the ownership of less than five percent of the shares of any corporation
whose shares are listed on a recognized stock exchange or trade in an
over-the-counter market. You agree that the scope of this covenant is reasonably
necessary for the Company's protection from unfair competition.

2.   Confidential Information. (a) You agree to hold in a fiduciary capacity for
the benefit of the Company all secret or confidential information, knowledge or
data relating to the Company or any of its subsidiaries or affiliates, and their
respective businesses, which shall have been obtained by you during your
employment by the Company or any of its subsidiaries or affiliates (collectively
"Confidential Information") and which shall not be or become public knowledge
(other than by your acts or acts of your representatives in violation of this
letter agreement). During your employment and for two years after termination of
your employment with the Company or any of its subsidiaries or affiliates, you,
except as may otherwise be required by law or legal process, shall not use any
such Confidential Information except on behalf of the Company and its
subsidiaries and affiliates and shall not communicate or divulge any such
Confidential Information to anyone other than the Company and those designated
by it. Nothing in this paragraph is intended or shall be construed to limit in
any way your independent duty not to misappropriate Trade Secrets of the
Company.

     (b) "Trade Secret" means information of the Company or any of its
subsidiaries or affiliates, including a formula, pattern, compilation, program,
device, method, technique or process, that derives independent economic value,
actual or potential, from not being generally



known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use, and that is the
subject of efforts by the Company or any of its subsidiaries or affiliates to
maintain its secrecy that are reasonable under the circumstances. During your
employment with the Company and its subsidiaries and affiliates, you shall
preserve and protect Trade Secrets from unauthorized use or disclosure, and
after termination of such employment, you shall not use or disclose any Trade
Secret until such time as that Trade Secret is no longer a secret as a result of
circumstances other than a misappropriation involving you.

Please acknowledge your agreement with these terms by executing a copy of this
letter in the space provided below and returning it to me.

                                        Sincerely,

                                        TENNECO INC.


                                        By: /s/ Timothy R. Donovan
                                            ----------------------
                                            Timothy R. Donovan
                                            Its: Executive Vice President and
                                            General Counsel

ACKNOWLEDGED and ACCEPTED


/s/ Gregg Sherrill
Date: January 15, 2007