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): February 5, 2009 (February 5, 2009)

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
incorporation or organization)		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))

ITEM 7.01 REGULATION FD DISCLOSURE

On February 5, 2009, Tenneco Inc. announced that it has initiated the process — which it first announced in December 2008 — to achieve a longer-term amendment to its senior secured credit facility in anticipation of continued difficult economic and industry conditions globally. A summary of the proposed terms for the amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. There can be no assurance, however, that the amendment will be completed or that, if completed, it will be on the terms described in the summary.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Summary of Terms

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: February 5, 2009	By:	/s/ Kenneth R. Trammell
		Kenneth R. Trammell
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Amendment Overview As a result of the challenging macroeconomic environment and automotive production outlook, Tenneco anticipates covenant pressure in 2009-2011 and is requesting an amendment to its leverage and interest coverage covenants as follows: Consolidated Net Leverage Ratio Consolidated Net Leverage Ratio Consolidated Interest Coverage Ratio Consolidated Interest Coverage Ratio Period Current Proposed Current Proposed First quarter 2009 3.75x 5.50x 2.25x 2.25x Second quarter 2009 3.75x 7.35x 2.25x 1.85x Third quarter 2009 3.75x 7.90x 2.25x 1.55x Fourth quarter 2009 3.75x 6.60x 2.25x 1.60x First quarter 2010 3.50x 5.50x 2.40x 2.00x Second quarter 2010 3.50x 5.00x 2.40x 2.25x Third quarter 2010 3.50x 4.75x 2.40x 2.30x Fourth quarter 2010 3.50x 4.50x 2.40x 2.35x First quarter 2011 3.50x 4.00x 2.55x 2.55x Second quarter 2011 3.50x 3.75x 2.55x 2.55x Third and fourth quarters 2011 3.50x 3.50x 2.55x 2.55x Fiscal year 2012 and thereafter 3.50x 3.50x 2.75x 2.75x

Amendment Overview (cont'd) The pricing grid for the Revolving Loans and Tranche A Term Loans will be amended as follows: Pricing on the Tranche B-1 Term Loans will be subject to a pricing grid as follows: Until delivery of 1Q09 compliance certificate, pricing on the facilities will be determined as if Consolidated Net Leverage were > 5.0 to 1.0 Consenting lenders will receive a 50bps fee Consolidated Net Leverage Ratio Commitment Fee Rate Applicable Margin for ABR Loans Applicable Margin for Eurodollar Loans > 5.0 to 1.0 0.75% 4.50% 5.50% > 4.0 to 1.0 0.50% 4.00% 5.00% < 4.0 to 1.0 0.50% 3.50% 4.50% Consolidated Net Leverage Ratio Applicable Margin for ABR Loans Applicable Margin for Eurodollar Loans > 5.0 to 1.0 4.50% 5.50% < 5.0 to 1.0 4.00% 5.00%