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): February 15, 2007

                                  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 of
 incorporation or organization)        File Number)             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 7.01         REGULATION FD DISCLOSURE.

         On February 15, 2007, Tenneco Inc. announced that it plans to launch a
transaction to refinance its existing $831 million senior credit facility. A
copy of the company's press release is attached as Exhibit 99.1 to this Current
Report and is incorporated herein.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.                Description

99.1                       Press release dated February 15, 2007







                                   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 15, 2007                      By:  /s/ Kenneth R. Trammell
                                                --------------------------------
                                                Kenneth R. Trammell
                                                Executive Vice President and
                                                Chief Financial Officer