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): December 16, 2008 (December 15, 2008)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other jurisdiction of	1-12387 (Commission File Number)	76-0515284 (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 8.01 OTHER EVENTS.

On December 15, 2008, Tenneco Inc. announced that it is seeking to amend a financial covenant in its senior credit facility for the fourth quarter 2008. As a precautionary step, the company is seeking an amendment to increase its leverage covenant ratio (net debt/EBITDA) to a maximum ratio of 4.25 from the current maximum ratio of 4.0. The company expects to meet with its lenders to evaluate a more comprehensive amendment to the senior credit facility early in 2009.

A copy of the company’s press release announcing this information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued December 15, 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: December 16, 2008	By:		/s/ David A. Wardell
			David A. Wardell
			Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

news release

TENNECO INITIATES FINANCIAL COVENANT AMENDMENT PROCESS FOR FOURTH QUARTER 2008

Lake Forest, Illinois, December 15, 2008 – Tenneco Inc. (NYSE: TEN) announced today that it is seeking to amend a financial covenant in its senior secured credit facility for the fourth quarter 2008 in response to further rapidly deteriorating economic and industry conditions globally. As a precautionary step, the company is seeking an amendment to increase its leverage covenant ratio (net debt/EBITDA) to a maximum ratio of 4.25 from the current maximum ratio of 4.0.

“We are requesting some flexibility on our leverage ratio due to worsening industry conditions, which are ongoing in North America and have now spread to markets worldwide,” said Gregg Sherrill, chairman and CEO, Tenneco. “Relaxing the leverage ratio, which measures our debt to earnings, will provide cushion if needed to ensure compliance at the end of the quarter as we continue to aggressively manage costs and preserve cash.”

The company expects to meet with its lenders to evaluate a more comprehensive amendment early in 2009.

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.

The disclosures herein include statements that are ‘forward looking’ within the meaning of federal securities law concerning Tenneco’s request to amend its financial covenant. These forward-looking statements generally can be identified by phrases such as “will,” “if,”
“seek” or other words or phrases of similar import. Tenneco’s ability to complete the amendment is subject to market conditions and other risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

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Contacts:
Jane Ostrander	Jim Spangler
Investor/media inquiries	Media inquiries
847 482-5607	847 482-5810
jostrander@tenneco.com	jspangler@tenneco.com