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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

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         Date of Report (Date of earliest event reported): July 27, 2006

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


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

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On July 27, 2006, Tenneco Inc. announced its second quarter 2006 results
of operations. Exhibit 99.1 to this Current Report on Form 8-K presents the
company's press release, including the company's consolidated statements of
income, balance sheets and statements of cash flows for the periods ended June
30, 2005 and 2006, as released by the company on July 27, 2006, and such Exhibit
is incorporated herein by reference. Exhibit 99.1 also includes information
regarding the company's scheduled conference call to discuss the company's
results of operations for the second quarter of 2006, as well as other matters
that may impact the company's outlook.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



Exhibit No.    Description
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99.1           Press release issued July 27, 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: July 27, 2006             By: /s/ Kenneth R. Trammell
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                                    Kenneth R. Trammell
                                    Office of the Chief Executive, Executive
                                    Vice President and
                                    Chief Financial Officer