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): November 24, 2009 (November 24, 2009)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 1-12387
(Commission File Number) 76-0515284
(I.R.S. Employer
Identification No.)

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS
(Address of Principal Executive Offices) 60045
(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 8.01 OTHER EVENTS.

On November 24, 2009, Tenneco Inc. announced the closing of its underwritten registered public offering of 12,000,000 shares of its common stock.

The text of the press release announcing the completion of the public offering, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 24, 2009.

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: November 24, 2009	By:	/s/ James D. Harrington
		James D. Harrington
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

news release

TENNECO INC. COMPLETES PUBLIC OFFERING, RAISING APPROXIMATELY $187 MILLION IN
NET PROCEEDS

Lake Forest, Ill, November 24, 2009 — Tenneco Inc. (NYSE:TEN) today announced that it successfully completed the previously announced public offering of 12,000,000 shares of its common stock at a price of $16.50 per share.

Tenneco received $198 million in gross proceeds and approximately $187 million in net proceeds, after expenses, from the sale of its common stock. Tenneco will use the proceeds to repay outstanding borrowings under its revolving credit facility (without reducing the commitments under the revolving credit facility) and for general corporate purposes.

J.P. Morgan Securities Inc., BofA Merrill Lynch, and Deutsche Bank Securities Inc. acted as joint book-running managers of the offering. The offering was made pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission (SEC).

Copies of the final prospectus supplement and the accompanying prospectus relating to the offering are available from the SEC, including from its website at http://www.sec.gov; or from the offices of J.P. Morgan Securities Inc., Attention: Broadridge Financial Solutions, 1155 Long Island Ave, Edgewood, NY 11717; or BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attention: Prospectus Department or email Prospectus.Requests@ml.com; or Deutsche Bank Securities Inc., Attention: Prospectus Department, 100 Plaza One, Jersey City, New Jersey 07311.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities 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.

About Tenneco

Tenneco is a $5.9 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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Contacts:
Jane Ostrander
Investor inquiries
847 482-5607
jostrander@tenneco.com

Jim Spangler
Media inquiries
847 482-5810
jspangler@tenneco.com