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): May 30, 2008

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 of
incorporation or organization)		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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Press Release

Item 8.01 Other.

     On May 30, 2008, Tenneco Inc. announced that it closed on the purchase of certain ride control assets and inventory from Delphi Automotive Systems LLC at Delphi’s Kettering, Ohio facility. A copy of the company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein.

     On June 2, 2008, Tenneco also announced that it commenced an offer to exchange up to $250 million principal amount of its 8.125% Senior Notes due 2015, which have been registered under the Securities Act of 1933, for and in replacement of all outstanding 8.125% Senior Notes due 2015, which were issued on November 20, 2007 in a private placement. A copy of the company’s press release is attached as Exhibit 99.2 to this Current Report and is incorporated herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release dated May 30, 2008
99.2	Press release dated June 2, 2008

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: June 3, 2008	By:	/s/ David A. Wardell
		David A. Wardell
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

news release

Contacts:	Jane Ostrander	Leslie Hunziker
	Media Relations	Investor Relations
	847 482-5607	847 482-5042
	jostrander@tenneco.com	lhunziker@tenneco.com

TENNECO ANNOUNCES THE CLOSING ON THE PURCHASE OF DELPHI ASSETS

Lake Forest, Illinois, May 30, 2008 — Tenneco Inc. (NYSE: TEN) today announced that the company has finalized a purchase agreement with Delphi Automotive Systems LLC to acquire certain ride control assets and inventory at Delphi’s Kettering, Ohio facility. The closing is effective today.

Tenneco has agreed to pay approximately $10 million for existing ride control components inventory and approximately $9 million for certain machinery and equipment. The company will also lease a portion of the Kettering facility from Delphi. As part of the deal, Tenneco has also acquired valuable excess manufacturing assets, which it intends to use to continue growing its OE ride control business globally.

Tenneco has entered into a long-term supply agreement with General Motors Corporation to continue supplying passenger car shock and strut business to General Motors from the Kettering facility.

“Tenneco’s acquisition of these assets, and a committed book of business from GM, gives us an opportunity to further diversify our ride control business in North America with more passenger car business as well as strengthen our ride control manufacturing capabilities in other key markets,” said Neal Yanos, Senior Vice President and General Manager, North America Original Equipment Ride Control, Tenneco. “The purchase is also a win for the Kettering community and employees since jobs will be maintained that otherwise would be lost. We’re moving ahead with a strong local management team in place with the goal of growing the plant’s book of business.”

Tenneco will employ approximately 400 hourly and salaried employees at the Kettering plant. In connection with the purchase agreement, Tenneco has entered into a five-year agreement with the International Union of Electrical Workers (IUE), which will represent the hourly workforce at the facility. The agreement was ratified by the IUE’s rank and file in August 2007.

Tenneco is a $6.2 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 21,000 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 aftermarket. Tenneco markets its products principally under the Monroe®, Walker®, Gillet™ and Clevite®Elastomer brand names.

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EX-99.2

EXHIBIT 99.2

news release

Contacts:	Jane Ostrander	Leslie Hunziker
	Media Relations	Investor Relations
	847 482-5607	847 482-5042
	jostrander@tenneco.com	lhunziker@tenneco.com

TENNECO INC. ANNOUNCES EXCHANGE OFFER FOR ITS 8.125 % SENIOR SECURED NOTES DUE 2015

LAKE FOREST, ILLINOIS, June 2, 2008 – Tenneco Inc. (NYSE: TEN) today commenced an offer to exchange up to $250 million principal amount of 8.125 % Senior Notes due 2015, which have been registered under the Securities Act of 1933, for and in replacement of all outstanding 8.125 % Senior Notes due 2015, which were issued on November 20, 2007 in a private placement.

The offer is being made pursuant to the terms and conditions included in the company’s Prospectus dated June 2, 2008. The terms of the new notes are substantially identical to the terms of the notes for which they are being exchanged, except that the transfer restrictions and registration rights applicable to the original notes generally do not apply to the new notes.

The exchange offer will expire at 5:00 p.m., ET, on June 30, 2008, unless extended by Tenneco.

Copies of the prospectus and other information relating to this exchange offer, including transmittal materials, may be obtained from the exchange agent, Wells Fargo Bank, N.A., Corporate Trust Operations, MAC N9303-121, 6th & Marquette Avenue, Minneapolis, Minnesota 55480, Attn: Gregory S. Clarke.

This news release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Tenneco Inc. nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Tenneco is a $6.2 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 21,000 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 aftermarket. Tenneco markets its products principally under the Monroe®, Walker®, Gillet™ and Clevite®Elastomer brand names.

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