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): August 18, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         See Item 8.01, incorporated herein by reference, for information
regarding amendments to the company's excess defined benefit plans (in which
some or all of its executive officers participate), the adoption of a new excess
defined contribution plan and amendments to certain executive's employment
agreements approved on August 18, 2006 by the Compensation/Nominating/Governance
Committee of the Board of Directors of Tenneco Inc.

ITEM 8.01 OTHER EVENTS.

         On August 18, 2006, the Compensation/Nominating/Governance Committee of
Tenneco's Board of Directors approved various changes to the company's employee
benefits programs.

         The company has "frozen," effective December 31, 2006, its current
defined benefit pension plans (the "DB Plans") (preserving prior earned
benefits), replaced them with additional benefits under defined contribution
plans and made certain related amendments. The affected DB Plans are: the
Tenneco Retirement Plan for Salaried Employees, the Pension Plan for Hourly
Employees of Tenneco Employed in Racine, WI and Grass Lake, MI Locals 85 and 660
(non-union employees only), the Tenneco Inc. Supplemental Retirement Plan (the
"SERP," in which all of the company's U.S.-based executive officers participate)
and the Tenneco Inc. Supplemental Pension Plan for Management (the "KEPP," in
which three of the company's executive officers participate). With the exception
of certain executives who had employment contracts providing for specified
benefits (all of whom voluntarily accepted a benefits reduction as described
below), this freezing of DB Plan benefits impacts all U.S.-based salaried
employees (including executive officers) and non-union hourly employees who
participate in any of the DB Plans.

         To address the loss of benefits associated with the foregoing action,
the company's existing defined contribution plans (the "Existing DC Plans") have
been amended, effective January 1, 2007, to provide for additional annual
company contributions in amounts that increase with the employee's age (the "DB
Replacement Contributions"), payable in respect of each employee who ceases to
accrue benefits or whose benefits were otherwise modified under any DB Plan as
described herein. In addition, effective January 1, 2007 there will be a new,
unfunded non-qualified defined contribution pension plan (the "New DC Plan"), in
which employees of the company and its subsidiaries who have specified salary
grade designations will be eligible to participate (which will include all of
the company's executive officers except for Mr. Richard P. Schneider, as he is
already fully vested in the KEPP), with allocations under the New DC Plan
calculated the same as under the applicable Existing DC Plan (as amended),
except that (i) the compensation limit set forth in Section 401(a)(17) of the
Internal Revenue Code shall be disregarded and bonuses awarded under the Tenneco
Value Added Incentive Plan (or any successor thereto) shall be included in
calculating compensation, and (ii) there will be an offset for DB Replacement
Contributions.

         Three of the company's executive officers - Timothy R. Donovan, Hari N.
Nair and Timothy Jackson -- are parties to employment agreements with the
company. Each of Messrs. Donovan's and Jackson's employment agreements provide
for his participation in the SERP and the KEPP and further provide that the
company may not (without his consent) modify his benefits under those plans. Mr.
Nair's employment agreement provides for his participation in the SERP and
further provides that the company may not (without his consent) modify his
benefits under that plan. Accordingly, the KEPP and SERP were not frozen as
described above with respect to these executives. Instead, each individual
executive has voluntarily agreed to a reduction in his retirement benefit
payable under those plans (which reduction increases to a maximum of 5%,
depending on the executive's age at retirement) and to an offset to benefits




payable under those plans for DB Replacement Contributions received under the
Existing DC Plans or the New DC Plan. The Committee amended the KEPP and SERP,
and has authorized amendments to the employment agreement of each executive, to
give effect to this arrangement.

         One executive officer of the company -- Mr. Richard P. Schneider -- is
fully vested in the KEPP. With respect to Mr. Schneider, the company amended the
KEPP to provide, as an offset to benefits thereunder, the value of any benefits
Mr. Schneider receives in respect of DB Replacement Contributions.

         In addition, for 2007, the company will replace all current PPO and HMO
heath benefits programs in the U.S. with a single new program -- known as a
Consumer Driven Health Care (CDHC) plan. This change will impact all U.S.-based
salaried employees, non-union hourly employees and Monroe Local 878 hourly
employees.

         The company estimates that pension program changes described above will
result in annual savings of about $11 million (pre-tax). These savings will
begin to be recognized in 2007. Additionally, the company expects to record a
one-time benefit of approximately $6 million to $7 million (pre- tax) in the
fourth quarter of 2006 related to these changes. Switching to the consumer
driven health care benefits program will help the company offset an estimated $3
million increase that would have occurred in 2007 under the old plan.

         A copy of the company's press release, dated August 23, 2006, which is
filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein
by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




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

99.1              Press release issued August 23, 2006










                                   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:    August 23, 2006                       By:  /s/ Timothy R. Donovan
                                                  -----------------------------
                                                  Timothy R. Donovan
                                                  Executive Vice President
                                                  and General Counsel

EX-99.1

                                                                    EXHIBIT 99.1

NEWS RELEASE                                                      [TENNECO LOGO]

Contacts:   Jane Ostrander
            Media Relations
            847 482-5607
            jostrander@tenneco.com

            Leslie Hunziker
            Investor Relations
            847 482-5042
            lhunziker@tenneco.com

                     TENNECO ANNOUNCES PENSION PLAN CHANGES

Lake Forest, Illinois, August 23, 2006 -- Tenneco Inc. (NYSE: TEN) announced
today that the company is freezing its current defined benefit plans and
replacing them with additional contributions under defined contribution plans
for nearly all U.S.-based salaried and non-union hourly employees effective
January 1, 2007.

Tenneco estimates that these changes will save about $11 million in expenses
(pre-tax) annually, starting January 1, 2007. Additionally, the company will
realize a one-time benefit of approximately $6 to $7 million in the fourth
quarter 2006 related to curtailing the defined benefit pension plans.

For additional information, please see Tenneco's current report on form 8-K
dated August 23, 2006.

Tenneco is a $4.4 billion manufacturing company with headquarters in Lake
Forest, Illinois and approximately 19,000 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(R), Walker(R), Gillet(R) and Clevite(R)Elastomer brand names. Among its
products are Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R) performance
exhaust products, and Clevite(R)Elastomer noise, vibration and harshness control
components.

This press release contains forward-looking statements. Words such as "will,"
"estimates," and similar expressions identify forward-looking statements. These
forward-looking statements are based on the current expectations of the company
(including its subsidiaries). Because these forward-looking statements involve
risks and uncertainties, the company's plans, actions and actual results could
differ materially. Among the factors that could cause these plans, actions and
results to differ materially from current expectations are: (i) future interest
rate changes and (ii) future compensation changes that are different than those
currently anticipated, each of which impacts the extent to which we will incur
expense in future periods relating to funding obligations for historical pension
obligations. The company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date of this press
release.


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