SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------



                                Amendment No. 4
                                       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
- ----------------------                    --------------------
                                       
      $2,416,541                                 $74.19


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

*     Calculated solely for purposes of determining the filing fee. This amount
      assumes that options to purchase 99,324 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:   $74.19                  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. 4 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.



      This Amendment No. 4 is being filed to file as an exhibit to the Schedule
TO an email to eligible employees discussing the current results of the tender
offer and reminding them about the offering.



      Except as amended herein, all other terms of the Statement filed on
September 25, 2007 and amended on October 3, 2007, October 18, 2007 and November
16, 2007 shall remain the same.




         Item 12 of the Schedule TO is hereby amended by adding Exhibit
99.(a)(l)(q) (Form of Additional Reminder Email to Eligible Employees Dated
November 19, 2007).



                                    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: November 19, 2007





                                INDEX TO EXHIBITS


         Item 12 of the Schedule TO is hereby amended by adding Exhibit
99.(a)(l)(q) (Form of Additional Reminder Email to Eligible Employees Dated
November 19, 2007).

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

                                                               Exhibit (a)(1)(q)


            FORM OF ADDITIONAL REMINDER E-MAIL TO ELIGIBLE EMPLOYEES

         As outlined in an e-mail dated September 25, 2007 and in the documents
mailed to you on September 25, 2007, recently enacted Internal Revenue Code
Section 409A imposes certain adverse tax consequences (including income tax at
vesting, an additional 20% tax and interest charges) on stock options that were
granted at a discount from fair market value ("discount options") and which vest
after December 31, 2004.

         Tenneco has determined that certain of your stock options may be
affected by Section 409A because they were or may have been granted at a
discount from fair market value. Tenneco has offered you the opportunity to
avoid the adverse tax consequences of Section 409A by amending certain stock
options and making certain cash payments. Note that we have extended the
deadline for the tender offer to November 26, 2007 because we have received
elections from employees representing 96,458 of the 99,324 eligible options and
wish to give the remaining employees who have not made an election an additional
opportunity to participate and accept the offer to avoid the adverse tax
consequences of Section 409A. The details of Tenneco's offer to you are included
in the documents mailed to you on September 25, 2007 and the other e-mails that
we have sent to you regarding the offer to amend. 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