8-K

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                                  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

                                  July 15, 2003
                Date of Report (date of earliest event reported)


                             Commission File Number
                                     1-9812

                                  TENERA, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                                              94-3213541
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)


           100 Bush Street, Suite 850, San Francisco, California 94104
               (Address of principal executive offices) (Zip Code)

                                 (415) 445-3200
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)









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Item 5. Other Events and Regulation FD Disclosure.

         On July 15, 2003, the Board of Directors of TENERA Inc. ("TENERA" or
"the Company") announced its proposal of a plan of dissolution ("Plan") for
ratification and approval by its shareholders at a Special Meeting of
shareholders scheduled to be held in September 2003. The Plan was approved by
the Board of Directors, subject to shareholder approval. Accordingly, a proxy
statement will be distributed by the Company to its shareholders prior to the
meeting recommending approval of the plan.

         The press release announcing the Board's approval of a plan of
dissolution is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


Item 7.  Financial Statements and Exhibits

         (b)      Exhibits

                  The following Exhibits are filed as part of this report:

        Exhibit
         No.

         99.1 Press Release, dated as of July 15, 2003, entitled "TENERA
         Announces Directors' Approval of Dissolution."



                                   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, thereunto duly authorized.


                   TENERA, Inc.

                   By: /s/ Jeffrey R. Hazarian
                      --------------------------
                         Jeffrey R. Hazarian
                       Chief Executive Officer

Date: July 23, 2003









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                                  EXHIBIT INDEX



Exhibit No.              Description

       99.1 Press Release, dated as of July 15, 2003, entitled "TENERA Announces
            Directors' Approval of Dissolution."

EX-99

                                                                   Exhibit 99.1

[OBJECT OMITTED]
TENERA, Inc.
100 Bush Street, Suite 850
San Francisco, CA 94104
               TENERA Announces Directors' Approval of Dissolution


For Immediate Release
Tuesday, July 15, 2003

Contact:      Jeffrey Hazarian, Chief Executive Officer
              James Robison, Controller and Treasurer
              (415) 445-3200


         SAN FRANCISCO, CALIFORNIA-- TENERA, Inc. (AMEX: TNR; the "Company")
announced today that the Board of Directors is proposing a plan of dissolution
for ratification and approval by its shareholders at a Special Meeting of
shareholders scheduled to be held in September 2003. The plan was approved by
the Board of Directors, subject to shareholder approval, on July 15, 2003.
Accordingly, a proxy statement will be prepared and distributed by the Company
recommending approval of the plan.

         In reaching this decision, the Board considered that the Company has
been unable to return to profitable quarterly results since the quarter ended
September 30, 2000. The Company recorded net losses of $4.8 million and $2.0
million in 2002 and 2001, respectively. The Company's businesses have been
adversely affected by the general economic downturn in the United States over
the past couple of years. The economic slowdown, combined with the "melt-down"
of the fortunes of the power-generating and power-trading industry, has resulted
in less demand for new and existing power plant capacity, which had a direct
effect on the Company's environmental consulting business. The economic slowdown
has also put budgetary pressure on the federal government, with the result that
certain programs of the Department of Energy in which the Company participates
have been constrained. Additionally, the pressure of corporate cost-cutting by
many U.S. corporations has resulted in reduced training opportunities for the
Company's e-Learning activities; many clients and potential clients had not
expanded their training activities to the levels originally expected because of
reduced manpower and/or lower funding for training. Starting in 2001, responding
to these economic conditions, the Company took steps to reduce its cash
requirements through staff reductions, which further constrained the Company's
ability to develop its businesses.
         Revenues have continued to decline over each succeeding quarter until
the revenue in quarter ended December 31, 2002 totaled less than 40% of the
revenues in the third quarter of 2000. The declines in revenue were spread
across the Company's Professional and Technical Services segment; however it was
most characteristic of the substantial decline in services requested by the
Company's largest multi-year Professional and Technical Services contract with
the Department of Energy's Rocky Flats Site (the "Site"). The decline in scope
was consistent with budgetary pressure on the DOE as well as shifting needs at
the Site as the remediation work was continuing along towards scheduled
completion in 2006. As reported previously, management anticipated that in light
of the current business environment, the Company will experience further
reduction in revenues expected to be recognized in its Professional and
Technical Services Segment during the remainder of 2003.





         The decrease in consolidated revenues during this period was only
slightly offset by the increase in e-Learning Segment activity; however the
increased revenues came at a significant cost in cash resources. Cash reserves
were being depleted to fund ongoing operating losses, since e-Learning revenue
was insufficient to cover expenses, such as costs of e-Learning course and
platform development, sales and marketing and administration. Initial funding of
the e-Learning Segment came from the cash generated by the Company's
Professional and Technical Services Segment. As previously reported, management
believed that the cash expected to generated from the Professional and Technical
Services Segment would be insufficient to provide funding necessary for further
development of its e-Learning Segment. Also as previously reported, traditional
financial lending institutions ceased to provide working capital lines of credit
to fund for the Company's operations.
         Due to declining revenues, net losses, and declining cash balances, the
Company's auditors issued "going concern" opinions at the end of the 2001 and
2002 calendar years. There has been uncertainty on how long the current downturn
will last and when a sustained recovery may occur. Any further decline in the
clients' markets or in general economic conditions would likely result in a
further reduction in demand for the Company's products and services.
Additionally, there has been a concern that the Company may have difficulty in
collecting outstanding trade receivables from cash constrained clients, causing
its own cash flow to be adversely affected. Also, in such an environment,
pricing pressures could continue, negatively impacting gross margins.
         The Company has made considerable efforts to identify and evaluate
strategic alternatives, including strategic partnerships. In June 2001, the
Company's e-Learning subsidiary, GoTrain Corp. entered into a five-year
strategic partnership agreement with SmartForce (now merged with SkillSoft) to
co-develop and distribute ES&H and regulatory content via the SmartForce
internet platform. Under the agreement, GoTrain retained ownership of its
proprietary content and shared in the revenue of any GoTrain content sold by
SmartForce. As part of the agreement, GoTrain was required to make an initial
and quarterly payment SmartForce for platform license and maintenance, and
integration of existing GoTrain content. In late 2002, due to the lack of
achieving expected revenue growth over the first 18 months, GoTrain notified
SkillSoft of a desire to restructure the agreement.
         Separately, GoTrain was able to raise $1.5 million in subordinated debt
in early 2002; however, the cash infusion proved insufficient in light of slower
than expected revenue growth. In the third quarter of 2002, the Company sought
unsuccessfully additional external equity or working capital funding for the
e-Learning enterprise. As previously reported, although management believed that
the e-Learning segment has significant future potential, it was unable to
identify funding sources beyond what it had previously raised in capital for
that segment.
         To address the diminishing cash resource generation within the
Professional and Technical Services Segment, management also contacted numerous
potential debt and equity financial investors, including existing investors.
After completing their respective due diligence processes, all potential and
existing investors declined to enter into meaningful negotiations.
         As previously announced, the Board of Directors then concluded, in
light of the extensive and unsuccessful efforts to locate a strategic or an
investment partner for the Company, that it would be in the best interest of the
shareholders to pursue the possibility of a merger, sale of assets or closure of
the operating subsidiaries, collectively or individually.
         Management then contacted a number of companies that it thought may
have an interest in merging or purchasing assets from the subsidiaries.
Management attempted to schedule meetings with each of the prospective parties
and subsequently solicited indications of interest from such parties.





         The Company did not receive any expressions of merger interest from the
parties for the e-Learning business, but an offer was received from its
strategic partner, SkillSoft, for the e-Learning assets. Although the offered
proceeds were considered by the Company to be a reasonable price for the assets
sold, they did not provide surplus working capital.
         Similarly, the Company did not receive any expressions of merger
interest from the independent parties approached for the Professional and
Technical Services Segment's two subsidiaries: TENERA Energy, LLC ("Energy") and
TENERA Rocky Flats., LLC ("Rocky Flats"). Thereafter, late in the first quarter
of 2003, the Company reached agreement to transfer the ownership and operations
of management of Energy to the former employees of the subsidiary. Late in the
second quarter of 2003, a Rocky Flats joint venture partner, The S.M. Stoller
Corporation, advised the Company that it was interested in assuming the
obligations of certain Professional and Technical Services Rocky Flats site
contracts and joint venture interests.
         As a result of these three separate sets of negotiations, the Company
completed the sales of each of the subsidiary business operations by June 30,
2003. On July 15, 2003, the Board determined, based upon the expected net cash
proceeds from the completed sales and management's belief that the Company would
not be able to reduce expenses and personnel further, that the Company would not
able to fund the reestablishment of an operating entity in order to profitably
sell and market a product or service. The Board also reviewed projected
estimates of expenses associated with an orderly liquidation of TENERA, as well
as the cash on hand as of June 30, 2003. Since the Company did not have any
offers to purchase the remaining non-operating assets at this time or to
terminate favorably its long-term obligations, the Company was unable to
effectively estimate the value of the net assets upon liquidation. The Board
also considered other bankruptcy alternatives (such as provided for by the U.S.
Bankruptcy Code) but believed that such alternatives would likely result in
higher transaction costs and longer delays, further minimizing any possible
distributions to shareholders.
         For these reasons, on July 15, 2003 the Board of Directors concluded
that the dissolution and liquidation would have the highest probability of
returning the greatest value to the shareholders.
         Also previously announced, the American Stock Exchange ("AMEX") had
notified the Company that it does not meet certain of the Exchange's continued
listing standards. The Company had previously responded that it was conducting a
review of the alternatives available to the Company. The Company now intends to
submit an amended response acknowledging the vote of the board of directors to
dissolve and fully liquidate and that it will not present a plan that will meet
the continued AMEX listing standards. The Company can provide no assurance of an
alterative market to the AMEX for its outstanding shares.

         Statements contained in this press release which are not historical
facts are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Such risks and uncertainties include plan to
dispose of operating segments, economic slowdown, uncertainty of access to
capital, reliance on major customers, history of losses, uncertainty of future
profitability, competition, reliance on key personnel, uncertainty regarding
industry trends and customer demand, and risk of government contracts audits.
Additional risks are detailed in the Company's filings with the Securities and
Exchange Commission, including its most recent Form 10-K filed on April 15,
2003.

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