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): April 27, 2006

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


                                               
            Delaware                   1-12387                  76-0515284
(State or other jurisdiction of   (Commission File          (I.R.S. Employer of
 incorporation or organization)        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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On April 27, 2006, Tenneco Inc. announced its first 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 March
31, 2005 and 2006, as released by the company on April 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 first quarter of 2006, as well as other
matters that may impact the company's outlook.

ITEM 8.01 OTHER EVENTS

     The company also announced that its annual meeting of stockholders will be
held on Tuesday, May 9, 2006 at 10:00 a.m. CDT. The meeting will be held at the
company's headquarters, 500 North Field Drive, Lake Forest, Illinois.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



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