Edgar Filing: TENNECO INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRISSORA MARK P

2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [TEN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO and President

(Last)

(First)

(Middle)

500 NORTH FIELD DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2006

(Street)

LAKE FOREST, IL 60045

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/18/2006		M⁽¹⁾		266,667	A	$ 8.56	301,510	D
Common Stock	07/18/2006		M⁽¹⁾		50,000	A	$ 8.68	351,510	D
Common Stock	07/18/2006		M⁽¹⁾		25,000	A	$ 16	376,510	D
Common Stock	07/18/2006		F⁽²⁾		78,297	D	$ 21.77	298,213	D
Common Stock	07/19/2006		D		195,000 ⁽³⁾	D	$ 0	0	D
Common Stock								300	I	By child of reporting person
Common Stock								12,961 ⁽⁴⁾	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 8.56

07/18/2006

M⁽⁵⁾

16,667

11/05/2000

11/05/2009

Common Stock

16,667

⁽⁶⁾

Employee Stock Option (Right to Buy)

$ 8.56

07/18/2006

M⁽⁵⁾

125,000

11/05/2001

11/05/2009

Common Stock

125,000

⁽⁶⁾

Employee Stock Option (Right to Buy)

$ 8.56

07/18/2006

M⁽⁵⁾

125,000

11/05/2002

11/05/2009

Common Stock

125,000

⁽⁶⁾

Employee Stock Option (Right to Buy)

$ 8.68

07/18/2006

M⁽⁵⁾

25,000

01/20/2005

01/20/2014

Common Stock

25,000

⁽⁶⁾

Employee Stock Option (Right to Buy)

$ 8.68

07/18/2006

M⁽⁵⁾

25,000

01/20/2006

01/20/2014

Common Stock

25,000

⁽⁶⁾

Employee Stock Option (Right to Buy)

$ 8.68

07/19/2006

D⁽⁷⁾

25,000

01/20/2007

01/20/2014

Common Stock

25,000

$ 0

Employee Stock Option (Right to Buy)

$ 16

07/18/2006

M⁽⁵⁾

25,000

01/14/2006

01/14/2012

Common Stock

25,000

⁽⁶⁾

Employee Stock Option (Right to Buy)

$ 16

07/19/2006

D⁽⁷⁾

25,000

01/14/2007

01/14/2012

Common Stock

25,000

$ 0

Employee Stock Option (Right to Buy)

$ 16

07/19/2006

D⁽⁷⁾

25,000

01/14/2008

01/14/2012

Common Stock

25,000

$ 0

Employee Stock Option (Right to Buy)

$ 21.19

07/19/2006

D⁽⁷⁾

23,333

01/16/2007

01/16/2013

Common Stock

23,333

$ 0

Employee Stock Option (Right to Buy)

$ 21.19

07/19/2006

D⁽⁷⁾

23,333

01/16/2008

01/16/2013

Common Stock

23,333

$ 0

Employee Stock Option (Right to Buy)

$ 21.19

07/19/2006

D⁽⁷⁾

23,333

01/16/2009

01/16/2013

Common Stock

23,333

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRISSORA MARK P 500 NORTH FIELD DRIVE LAKE FOREST, IL 60045	X		Chairman, CEO and President

Signatures

/s/Timothy R. Donovan, Attorney-in-fact for Mark P. Frissoa		07/20/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares received upon exercise of Employee Stock Options.
(2)	Reflects disposition of shares to the Issuer in form of share withholding to satisfy tax obligation in connection with the exercise of Employee Stock Options.
(3)	Reflects forfeiture of restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
(4)	Reflects shares allocated to, and indirectly held by, Reporting Person under the Issuer's 401(k) Plan (the "Plan Shares"). The Plan Shares reported as beneficially owned by Reporting Person on his last Report may not equal the Plan Shares reported herein as being owned at the end of the period covered by this Report.
(5)	Exercise of Employee Stock Option.
(6)	Reflects stock options granted pursuant to Rule 16b-3.
(7)	Reflects forfeiture of stock options granted pursuant to Rule 16b-3.

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