SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                Amendment No. 1
                                       to
                                  SCHEDULE TO
                                 (Rule 14d-100)

        TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  TENNECO INC.
         (Name of Subject Company (Issuer) and Filing Person (Offeror))

           OPTIONS TO PURCHASE SHARES OF COMMON STOCK, $.01 PAR VALUE
                           (Title of Class Securities)

                                    880349105
   (CUSIP Number of Class of Securities Underlying Options to Purchase Common
                                     Stock)

                                  David Wardell
         Senior Vice President, General Counsel and Corporate Secretary
                                  Tenneco, Inc.
                              500 North Field Drive
                              Lake Forest, IL 60045
                                 (847) 482-5000

                  (Name, Address and Telephone Number of Person
      Authorized to Receive Notices and Communications on Behalf of Filing
                                    Persons)

                              With a copy to:

                              Jodi A. Simala
                       Mayer, Brown, Rowe & Maw LLP
                           71 South Wacker Drive
                          Chicago, IL 60606-4637
                              (312) 782-0600

                            CALCULATION OF FILING FEE



Transaction Valuation*                    Amount of Filing Fee
- ----------------------                    --------------------
                                       
      $2,194,403                                  $67.37


- -----------

*     Calculated solely for purposes of determining the filing fee. This amount
      assumes that options to purchase 90,962 shares of common stock of Tenneco
      Inc. having an aggregate value of $2,194,403 as of September 14, 2007 will
      be accepted for amendment pursuant to offer. The aggregate value of such
      options was calculated based on the Black-Scholes option pricing model.

[ ]   Check the box if any part of the fee is offset as provided by Rule
      0-11(a)(2) and identify the filing with which the offsetting fee was
      previously paid. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $67.37                  Filing Party:  Tenneco Inc.

Form or Registration No.: SC TO-I File No. 005-49743
                                                  Date Filed: September 25, 2007

[ ]   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which
      the statement relates:

      [ ]   third-party tender offer subject to Rule 14d-1.

      [X]   issuer tender offer subject to Rule 13e-4.

      [ ]   going-private transaction subject to Rule 13e-3.

      [ ]   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]


      This Amendment No. 1 amends the Tender Offer Statement on Schedule TO (the
"Statement") relating to an offer (the "Offer") by Tenneco Inc., a Delaware
corporation (the "Company"), to amend certain options (the "Eligible Options")
to purchase shares of the Company's common stock which were granted under the
Company's Amended and Restated 2002 Long-Term Incentive Plan that: (i) have
exercise prices per share that were less than the fair market value per share of
the common stock underlying the option on the option's measurement date for
financial accounting purposes, (ii) were unvested, either in whole or in part,
as of December 31, 2004, and (iii) are outstanding (unexercised) as of the last
date on which the Offer remains open for acceptance. Eligible employees are
those employees of the Company or one of its subsidiaries as of the expiration
date of the Offer who are subject to United States federal income taxes. The
Offer is not being made to any of the Company's current or former executive
officers or directors.


Extension of Offer

      Throughout the Statement, Exhibit (a)(1)(a) to the Statement (Offer to
Amend Certain Options), Exhibit (a)(1)(c) to the Statement (Election Form),
Exhibit (a)(1)(d) to the Statement (Withdrawal Form), Exhibit (a)(1)(g) to the
Statement (Forms of Reminder E-Mail to Eligible Employees) and Exhibit (a)(1)(h)
to the Statement (Form of Amendment to Stock Option Agreements) all references
to the expiration date of the offer, which was originally October 22, 2007, are
amended to extend the expiration date of the offer until 11:59 p.m., Eastern
Time, October 23, 2007. Until that time, if you have previously elected to
accept this offer with respect to your eligible options, you may withdraw that
election with respect to all of these options.

      Except as amended herein, all other terms of the Statement filed on
September 25, 2007 shall remain the same.



         Item 12 of the Schedule TO is hereby amended by adding Exhibit
99.(a)(l)(j) (Supplement to Offer To Amend Certain Options), Exhibit
99.(a)(l)(k) (Form of Email Announcing Supplement to Offer to Amend Certain
Options) and Exhibit 99.(a)(1)(l) (Employee Presentation Materials).


                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.

TENNECO INC.

/s/ David Wardell
Name:  David Wardell
Title: Senior Vice President, General Counsel and Corporate Secretary

Date: October 3, 2007




                                INDEX TO EXHIBITS

         Item 12 of the Schedule TO is hereby amended by adding Exhibit
99.(a)(l)(j) (Supplement to Offer To Amend Certain Options), Exhibit
99.(a)(l)(k) (Form of Email Announcing Supplement to Offer to Amend Certain
Options) and Exhibit 99.(a)(1)(l) (Employee Presentation Materials).

EX-99.(A)(1)(J)

                                  TENNECO INC.
                                SUPPLEMENT TO THE
                         OFFER TO AMEND CERTAIN OPTIONS
                 THIS OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
                  11:59 P.M., EASTERN TIME, ON OCTOBER 23, 2007
                 UNLESS THIS OFFER IS EXTENDED BY TENNECO INC.


         Tenneco Inc. hereby supplements and amends the Offer to Amend Certain
Options dated September 25, 2007 (the "Offer to Amend") as follows:


Extension of Offer

         Throughout the Offer to Amend, all references to the expiration date of
the offer, which was originally October 22, 2007, are amended to extend the
expiration date of the offer until 11:59 p.m., Eastern Time, October 23, 2007.
Until that time, if you have previously elected to accept this offer with
respect to your eligible options, you may withdraw that election with respect to
all of these options.


5. Withdrawal rights and change of election.

         The third paragraph of Section 5 of the Offer to Amend is amended to
read, in its entirety, as follows:

         In addition, although we intend to accept all eligible options with
respect to which valid elections have been made promptly after the expiration
date, if we have not accepted your options by 12:00 a.m. Eastern Time on
November 21, 2007, you may withdraw your options at any time thereafter.

9. Source and amount of consideration; terms of amended options.

         The first paragraph of Section 9 of the Offer to Amend is amended to
read, in its entirety, as follows:

         We will amend options and make cash payments with respect to the
amendment of eligible options with respect to which proper elections have been
made and accepted. We anticipate that we will make such payments, as well as
paying related fees and expenses, from cash on hand and cash derived from our
operations.

EX-99.(A)(1)(K)

                                                               Exhibit (a)(1)(k)


     FORM OF E-MAIL ANNOUNCING SUPPLEMENT TO OFFER TO AMEND CERTAIN OPTIONS

      On September 25, 2007, we communicated our tender offer to employees
holding 409A options pursuant to an Offer to Amend Certain Options. In
connection with our filing of the Offer to Amend Certain Options with the SEC,
we have prepared a Supplement to the Offer to Amend Certain Options to change
the expiration date from October 22, 2007 to 11:59 p.m., Eastern Time, on
October 23, 2007 and minor changes and/or additions to certain provisions of the
Offer to Amend Certain Options.

      All employees considering participating in our tender offer to employees
holding 409A options are advised to read both the Offer to Amend Certain Options
and the Supplement together. For more details, please review all information
regarding the tender offer contained in the Offer to Amend Certain Options:

      For more information on how to participate in the offer you may contact:


            Rex Abercrombie, Vice President, Compensation & Benefits
                                  Tenneco Inc.
                  500 North Field Drive, Lake Forest, IL 60045
                              Phone: (847)482-5000

EX-99.(A)(1)(L)

Stock Option Sec 409A Compliance Webinar Review Oct. 2 and 8, 2007

Background For some stock options prior to 2006, significant time passed between the board of director's approval of stock options and the time the options were officially granted to non-executive employees. During this period, increases in stock prices created an increase in value as recognized by the IRS. Specifically, Section 409A of the tax code imposed: An additional 20% excise tax on top of ordinary income taxes, plus penalties ( for those who exercised affected options) Taxes on unrealized gains on unexercised vested options as of the end of each year ( for those who did not exercise affected options)

Who is Affected Most individuals who received stock options in 2003 and 2004 are affected. Within this group there are two main categories: Those who have not exercised these options Those who exercised options in 2006 and 2007

Tenneco's Response Tenneco's intent is to lessen the financial impact of the new tax rules for affected employees. For those who hold unexercised options: Tenneco will offer to amend the stock options so the exercise price matches the higher prices on the date they were actually granted. The company will also make up the difference between these prices with a special cash payment during the first pay period of 2008. These amended options are not liable for additional Section 409A tax liabilities. Employees who exercised affected stock options during 2006 or 2007 that vested after December 31, 2004: must file amended tax returns for 2005 and 2006, pay an additional 20% excise tax plus penalties for late payment. Tenneco will reimburse employees for the 20% excise and interest on a grossed-up basis. Tenneco will also pay $200 toward professional tax preparation fees for each year that employees must file an amended return.

Eligible Option Example (For those who did not exercise) Assumptions: In Jan 2003 you were issued options to purchase 500 shares of stock with an exercise price equal to $3.77 per share of the number of shares subject to your option; 167 shares vested on or before December 31, 2004. Subsequent to the date of the BOD grant, the exercise price per share, based upon the measurement date of your options for financial reporting purposes (the date on which the number of options granted specifically to you was made), was deemed to be $4.01. 333 ( 500-167) shares vested after December 31, 2004 The options will be Eligible Options with respect to 333 shares If you accept this offer with respect to the options to purchase the 333 shares pursuant to the terms of the offer you will receive the following: 1. The option agreement to purchase 333 shares will be amended to increase the exercise price to $4.01 per share. 2. A "promise to make cash payment" of $79.92 ($4.01-$3.77) multiplied by 333, less applicable tax withholding, payable on the first payroll date following January 1, 2008.

Exercised Stock Options Example (Corrected earnings statement (W2Cs) required) Assumptions: 2004 stock option grant of 100 shares (that vested after 12/31/04) at a grant price of $12.00 exercised in 2006 at a price of $25.00 with realized gain of $1,300 ($25.00-$12.00 X 100 shares) Stock price at end of 2005 was $18.00 Original $1,300 gain reported with 2006 earnings will need to be spread across both 2005 and 2006 tax years based upon year-end stock price $600 ( $18.00-$12.00 x 100 shares) for 2005 $700 ( $ 25.00-$ 18.00 x 100 shares ) for 2006

Exercised Stock Options Example (Corrected earnings statement (W2Cs) required) Cont'd Action required Must file amended tax returns to reflect W2Cs Pay 20% excise tax and interest, as required Tenneco response Will arrange payment to be included with your 2007 pay an amount to reimburse you for the excise tax and interest, grossed-up for taxes Will also include payment of $200 toward tax prep fees for each year of amended filings

Next Steps Employees who have not exercised stock options from the 2003 and 2004 grants should have received a formal offer via regular U.S. mail to amend these options. If you accept the offer, you avoid the 409A tax liabilities and penalties on the amended options. During the first pay period of 2008, Tenneco will pay the difference between the original exercise price and the higher adjusted exercise price.

Next Steps cont'd Employees who did exercise options during 2006 or 2007 will receive a W2-C form from the company this year. These employees must file amended tax returns for the affected years, as well as pay any taxes or penalties due. As described earlier, the company will assist in these payments, as well as defray professional tax preparation fees. Employees who have tax liabilities are urged to use these professional preparation services.

Corrective Action Taken Starting with the 2006 stock option grant, the company's Board of Directors now approves a list of employees for receipt of stock options, together with the number of options granted, effective on the date of the approval. This change eliminates the passage of time between board approval and the actual award of options to an employee, avoiding issues of Section 409 tax liabilities and penalties in the future.

Questions You may send additional questions to Rex Abercrombie at RAbercrombie@tenneco.com.