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 9, 2006

                                  TENNECO INC.
               (Exact Name of Registrant as Specified in Charter)




           Delaware                        1-12387               76-0515284
(State or other jurisdiction of         (Commission           (I.R.S. Employer
 incorporation or organization)         File Number)          of 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:

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

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

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

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







ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
          PLANS

         On February 9, 2006, Tenneco Inc. sent a notice to participants in the
Tenneco Employee Stock Ownership Plan for Salaried Employees and the Tenneco
Employee Stock Ownership Plan for Hourly Employees (collectively, the "401(k)
plans") informing them that, due to a change in record keepers and changes in
available investment options under the 401(k) plans, a blackout period under the
401(k) plans would be in effect beginning at 3:00 p.m. eastern time on March 20,
2006 until 9:30 a.m. eastern time on April 3, 2006. The notice stated that,
during the blackout period, participants in the 401(k) plans will not be able to
transfer or reallocate funds, change contribution rates, make new investment
elections or request loans, withdrawals or final distributions from the 401(k)
plans.

         On February 13, 2006, Tenneco Inc. also sent a notice (the "BTR
Notice") to its executive officers and directors informing them that, pursuant
to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC's rules
promulgated thereunder, they would be prohibited from purchasing and selling
shares of Tenneco's common stock (including derivative securities pertaining to
such shares) on the open market or otherwise during the blackout period. A copy
of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein
by reference. Tenneco provided the BTR Notice to its executive officers and
directors within five business days of February 9, 2006, which is the date that
notices were mailed to participants in the 401(k) plans and Tenneco was notified
of the blackout period.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.    Description
- -----------    -----------

99.1           Notice to Executive Officers and Directors of Tenneco Inc.
               Regarding Blackout Period under 401(k) Plans and Restrictions on
               Ability to Trade in Company Securities








                                   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 13, 2006                       By: /s/ Timothy R. Donovan
                                                  ------------------------------
                                                  Timothy R. Donovan
                                                  Executive Vice President and
                                                  General Counsel

EX-99.1

                                                                    EXHIBIT 99.1


                                   MEMORANDUM

TO:      EXECUTIVE OFFICERS AND DIRECTORS OF TENNECO INC.

FROM:    TIMOTHY R. DONOVAN

RE:      IMPORTANT NOTICE REGARDING 401(K) PLAN BLACKOUT PERIOD AND RESTRICTIONS
         ON ABILITY TO TRADE IN COMPANY SECURITIES

DATE:    FEBRUARY 13, 2006


         This notice is to inform you of significant restrictions on your
ability to trade in Tenneco Inc. ("Company") stock during an upcoming "blackout
period" that will apply to the Company's 401 (k) plans. We recognize that the
blackout period necessitated by the 401(k) plan changeover will occur during our
customary quarterly blackout period prior to the Company's first quarter
earnings release. Under applicable law, we are nonetheless required to provide
you with this notice.

         The blackout period, which is due to a conversion to a new plan record
keeper and changes in available investment options, will begin at 3:00 p.m.
Eastern time on March 20, 2006, and will end at 9:30 a.m. Eastern time on April
3, 2006. During the blackout period, plan participants will not be able to
transfer or reallocate funds, change contribution rates, make new investment
elections, including investment changes involving the Company's common stock
held in the 401(k) plans, or request loans, withdrawals or final distributions
from the 401(k) plans.

         IN ACCORDANCE WITH SECTION 306(A) OF THE SARBANES-OXLEY ACT OF 2002 AND
THE SEC'S RULES PROMULGATED THEREUNDER, THE COMPANY'S DIRECTORS AND EXECUTIVE
OFFICERS ARE PROHIBITED - FROM 3:00 P.M. EASTERN TIME ON MARCH 20, 2006 THROUGH
THE END OF THE BLACKOUT PERIOD - FROM PURCHASING, SELLING, OR OTHERWISE
ACQUIRING OR TRANSFERRING, DIRECTLY OR INDIRECTLY, ANY EQUITY SECURITY OF THE
COMPANY ACQUIRED IN CONNECTION WITH HIS OR HER SERVICES AS A DIRECTOR OR
EXECUTIVE OFFICER.

         Please note the following:

               o "Equity securities" is defined broadly to include the Company's
                 common stock, options, and other derivatives.

               o Covered transactions are not limited to those involving your
                 direct ownership, but include any transaction in which you have
                 a pecuniary interest (for example, transactions by your
                 immediate family members).

               o Among other things, these rules prohibit exercising options
                 granted to you in connection with your services as a director
                 or executive officer, selling Company stock acquired pursuant
                 to such options, and selling Company stock originally received
                 as a restricted stock grant.

         These rules apply in addition to the trading restrictions under the
Company's insider trading policy. In particular, you will be subject to the
customary quarterly blackout period through and including the second business
day after the release of our first quarter 2006 earnings. If you engage in a
transaction that violates these rules, you may be required to disgorge your
profits from the transaction, and you may be subject to civil and criminal
penalties. BECAUSE OF THE COMPLEXITY OF THESE RULES AND THE SEVERITY OF THE
PENALTIES AND OTHER REMEDIES, PLEASE CONTACT THE OFFICE OF THE GENERAL COUNSEL
BEFORE ENGAGING IN ANY TRANSACTION INVOLVING THE COMPANY'S SECURITIES.

         If you have any questions, please feel free to contact me at
847-482-5053 or at Tenneco Inc, 500 N. Field Drive, Lake Forest, Il. 60045.