<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999
 
                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                          ----------------------------
 
                                  TENNECO INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                  ISSUER: 76-0515284
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)
 
              1275 KING STREET
           GREENWICH, CONNECTICUT                                  06831
  (Address of Principal Executive Offices)                      (Zip Code)
</TABLE>
 
                          ----------------------------
 
                    TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES
                              TENNECO THRIFT PLAN
                           (Full Title of the Plans)
 
                                KARL A. STEWART
                          VICE PRESIDENT AND SECRETARY
                                  TENNECO INC.
                                1275 KING STREET
                          GREENWICH, CONNECTICUT 06831
                    (Name and address of agent for service)
 
                           TELEPHONE: (203) 863-1000
         (Telephone number, including area code, of agent for service)
 
                          ----------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES            AMOUNT TO BE        OFFERING PRICE         AGGREGATE           AMOUNT OF
       TO BE REGISTERED              REGISTERED           PER SHARE*        OFFERING PRICE*    REGISTRATION FEE*
----------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                  <C>                  <C>
Common Stock, par value $.01
  per share (including
  associated rights)..........     740,000 shares           $27.94            $20,675,600           $5,748
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>
 
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
  amended (the "Securities Act"), based on the average of the high and low
  prices of the Company's Common Stock as reported on the New York Stock
  Exchange on April 12, 1999.
 
NOTE: This Registration Statement carries forward 174,174 shares of Common Stock
previously registered on Form S-8 (Registration No. 333-48777) filed with the
Commission on March 27, 1998. The filing fee associated with such securities
previously paid with the earlier registration statement was $2,209.40.
 
                          ----------------------------
 
     In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
 
     Pursuant to Rule 429, the Prospectus which relates to shares of Common
Stock registered pursuant to this Registration Statement also relates to 462,000
shares of Common Stock registered pursuant to Registration Statement No.
333-17487, 395,000 shares of Common Stock registered pursuant to Registration
Statement No. 333-27281 and 710,000 shares of Common Stock registered pursuant
to Registration Statement No. 333-48777.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
     This Registration Statement covers: (i) 195,000 additional shares of Common
Stock, par value $.01 per share, and the associated preferred stock purchase
rights attached thereto (the "Common Stock") of Tenneco Inc. (the "Company"),
which may be offered or sold from time to time pursuant to the Tenneco Thrift
Plan for Hourly Employees ("Hourly Thrift Plan"); and (ii) 545,000 additional
shares of Common Stock, which may be offered or sold from time to time pursuant
to the Tenneco Thrift Plan ("Salaried Thrift Plan"). This Registration Statement
also covers an indeterminate amount of interests to be offered or sold under the
Hourly Thrift Plan and the Salaried Thrift Plan.
 
     The Company initially registered 62,000 shares of Common Stock for issuance
under the Hourly Thrift Plan and 400,000 shares of Common Stock for issuance
under the Salaried Thrift Plan on its Registration Statement on Form S-8
(Registration No. 333-17487 filed with the Securities and Exchange Commission on
December 11, 1996). The Company subsequently registered an additional 95,000
shares of Common Stock for issuance under the Hourly Thrift Plan and an
additional 300,000 shares of Common Stock for issuance under the Salaried Thrift
Plan (Registration Statement No. 333-27281 filed May 16, 1997). In connection
with the merger of certain plans with and into the Hourly Thrift Plan and the
Salaried Thrift Plan, the Company also subsequently registered: (i) an
additional 64,000 shares of Common Stock for issuance under the Hourly Thrift
Plan (Registration Statement No. 333-27279 filed May 16, 1997); (ii) 4,000
shares of Common Stock for issuance under the Salaried Thrift Plan and 1,000
shares of Common Stock for issuance under the Hourly Thrift Plan (Registration
No. 333-30933 filed July 9, 1997); and (iii) an additional 2,100 shares of
Common Stock for issuance under the Hourly Thrift Plan (Registration Statement
No. 333-41537 filed December 5, 1997). The Company subsequently registered an
additional 110,000 shares of Common Stock for issuance under the Hourly Thrift
Plan and an additional 600,000 shares of Common Stock for issuance under the
Salaried Thrift Plan (Registration Statement No. 333-48777 filed March 27,
1998). The contents of the Registration Statements described above are
incorporated by reference herein.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference into this Registration Statement:
 
     (a) The Company's Annual Report on Form 10-K for the year ended December
         31, 1998 (File No. 1-12387);
 
     (b) The description of the Common Stock included in the Company's
         Registration Statement on Form 10, Registration No. 1-12387, originally
         filed with the Commission on October 30, 1996, as amended; and
 
     (c) The Annual Reports for the fiscal year ended December 31, 1997 for the
         Salaried Thrift Plan and Hourly Thrift Plan on Form 11-K filed with the
         Commission by the Company (File No. 1-12387).
 
     In addition to the foregoing, all documents subsequently filed by the
Company, the Hourly Thrift Plan or the Salaried Thrift Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
 
                                        1
<PAGE>   3
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Certain legal matters regarding the Common Stock offered hereby will be
passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the
Company. At January 31, 1999, Mr. Tetzlaff beneficially owned 148,376 shares of
Common Stock (including options to purchase 89,871 shares of Common Stock, which
options were either exercisable as of such date or exercisable within 60 days of
such date).
 
ITEM 8. EXHIBITS.
 
     The following exhibits are filed as part of this Registration Statement or
incorporated therein by reference (exhibits designated by an asterisk are filed
with this Registration Statement; all other exhibits are incorporated by
reference):
 
<TABLE>
       <C>          <C> <S>
           4.1(a)   --  Restated Certificate of Incorporation of the Company, dated
                        December 11, 1996 (incorporated herein by reference from
                        Exhibit 3.1(a) of Tenneco Inc.'s Annual Report on Form 10-K
                        for the year ended December 31, 1997, File No. 1-12387).
           4.1(b)   --  Certificate of Amendment, dated December 11, 1996
                        (incorporated herein by reference from Exhibit 3.1(c) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(c)   --  Certificate of Ownership and Merger, dated July 8, 1997
                        (incorporated herein by reference from Exhibit 3.1(d) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(d)   --  Certificate of Designation of Series B Junior Participating
                        Preferred Stock, dated September 9, 1998 (incorporated
                        herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s
                        Quarterly Report on Form 10-Q for the quarter ended
                        September 30, 1998, File No. 1-12387).
           4.1(e)   --  Certificate of Elimination of the Series A Participating
                        Junior Preferred Stock of the Company, dated September 11,
                        1998 (incorporated herein by reference from Exhibit 3.1(e)
                        of Tenneco Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended September 30, 1998, File No. 1-12387).
           4.2      --  Amended By-Laws of the Company (incorporated herein by
                        reference from Exhibit 3.2 of Tenneco Inc.'s Annual Report
                        on Form 10-K for the year ended December 31, 1998, File No.
                        1-12387).
           4.3      --  Form of Specimen Stock Certificate of the Company's Common
                        Stock (incorporated herein by reference from Exhibit 4.1 of
                        Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 1998, File No. 1-12387).
           4.4(a)   --  Eighth Supplemental Indenture, dated as of April 28, 1997,
                        to Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(b)   --  Ninth Supplemental Indenture, dated as of April 28, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.2 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(c)   --  Tenth Supplemental Indenture, dated as of July 16, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated June 11, 1997, File No. 1-12387).
</TABLE>
 
                                        2
<PAGE>   4
<TABLE>
       <C>          <C> <S>
           4.5      --  Registration Rights Agreement, dated as of August 28, 1998,
                        by and between Tenneco Inc. and Dana G. Mead, Theodore R.
                        Tetzlaff, Paul T. Stecko and Robert T. Blakely, not
                        individually but solely as trustees under that certain
                        Tenneco Inc. Rabbi Trust dated as of August 28, 1998
                        (incorporated herein by reference from Exhibit 4.3(l) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1998, File No. 1-12387).
           4.6      --  Qualified Offer Plan Rights Agreement, dated as of September
                        9, 1998, by and between the Company and First Chicago Trust
                        Company of New York, as Rights Agent (incorporated herein by
                        reference from Exhibit 4.1 of Tenneco Inc.'s Current Report
                        on Form 8-K dated September 24, 1998, File No. 1-12387).
            *5      --  Opinion of Theodore R. Tetzlaff, Esq. as to the legality of
                        the Common Stock being registered.
            15      --  None.
         *23.1      --  Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit
                        5).
         *23.2      --  Consents of Arthur Andersen LLP.
         *24.1      --  Powers of Attorney of the following Directors of the
                        Company: Mark Andrews, W. Michael Blumenthal, Larry D.
                        Brady, M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K.
                        Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko,
                        William L. Weiss and Clifton R. Wharton, Jr.
            99      --  None.
</TABLE>
 
     The Company will submit or has submitted the Hourly Thrift Plan and the
Salaried Thrift Plan, and hereby undertakes to submit any amendments thereto, to
the Internal Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to qualify said Hourly
Thrift Plan and Salaried Thrift Plan.
 
                                        3
<PAGE>   5
 
                                   SIGNATURES
 
     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut, on the 14th day
of April, 1999.
 
                                          TENNECO INC.
 
                                          By        /s/ DANA G. MEAD
 
                                            ------------------------------------
                                                        Dana G. Mead
                                            Chairman and Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                       TITLE                      DATE
                      ---------                                       -----                      ----
<C>                                                      <S>                                <C>
 
                  /s/ DANA G. MEAD                       Principal Executive Officer        April 14, 1999
-----------------------------------------------------      and Director
                    Dana G. Mead
 
                /s/ ROBERT T. BLAKELY                    Principal Financial and            April 14, 1999
-----------------------------------------------------      Accounting Officer
                  Robert T. Blakely
 
Mark Andrews, W. Michael Blumenthal, Larry D. Brady,     Directors
M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K.
Johnson, Sir David Plastow, Roger B. Porter, Paul T.
Stecko, William L. Weiss, Clifton R. Wharton, Jr.
 
             By /s/ THEODORE R. TETZLAFF                                                    April 14, 1999
-----------------------------------------------------
                Theodore R. Tetzlaff
                  Attorney-in-fact
</TABLE>
 
                                        4
<PAGE>   6
 
                                   SIGNATURES
 
     The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under each of the Tenneco Thrift Plan for Hourly Employees
and the Tenneco Thrift Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Greenwich, State of Connecticut, on this 14th day of April, 1999.
 
                                          TENNECO THRIFT PLAN FOR HOURLY
                                          EMPLOYEES
                                          TENNECO THRIFT PLAN
 
                                          By        /s/ DANA G. MEAD
 
                                            ------------------------------------
                                                        Dana G. Mead
                                                  Chairman of Tenneco Inc.
                                                     Benefits Committee
 
                                        5
<PAGE>   7
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
       -------                                  -----------
       <C>          <C> <S>
           4.1(a)   --  Restated Certificate of Incorporation of the Company, dated
                        December 11, 1996 (incorporated herein by reference from
                        Exhibit 3.1(a) of Tenneco Inc.'s Annual Report on Form 10-K
                        for the year ended December 31, 1997, File No. 1-12387).
           4.1(b)   --  Certificate of Amendment, dated December 11, 1996
                        (incorporated herein by reference from Exhibit 3.1(c) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(c)   --  Certificate of Ownership and Merger, dated July 8, 1997
                        (incorporated herein by reference from Exhibit 3.1(d) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(d)   --  Certificate of Designation of Series B Junior Participating
                        Preferred Stock, dated September 9, 1998 (incorporated
                        herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s
                        Quarterly Report on Form 10-Q for the quarter ended
                        September 30, 1998, File No. 1-12387).
           4.1(e)   --  Certificate of Elimination of the Series A Participating
                        Junior Preferred Stock of the Company, dated September 11,
                        1998 (incorporated herein by reference from Exhibit 3.1(e)
                        of Tenneco Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended September 30, 1998, File No. 1-12387).
           4.2      --  Amended By-Laws of the Company (incorporated herein by
                        reference from Exhibit 3.2 of Tenneco Inc.'s Annual Report
                        on Form 10-K for the year ended December 31, 1998, File No.
                        1-12387).
           4.3      --  Form of Specimen Stock Certificate of the Company's Common
                        Stock (incorporated herein by reference from Exhibit 4.1 of
                        Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 1998, File No. 1-12387).
           4.4(a)   --  Eighth Supplemental Indenture, dated as of April 28, 1997,
                        to Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(b)   --  Ninth Supplemental Indenture, dated as of April 28, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.2 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(c)   --  Tenth Supplemental Indenture, dated as of July 16, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated June 11, 1997, File No. 1-12387).
           4.5      --  Registration Rights Agreement, dated as of August 28, 1998,
                        by and between Tenneco Inc. and Dana G. Mead, Theodore R.
                        Tetzlaff, Paul T. Stecko and Robert T. Blakely, not
                        individually but solely as trustees under that certain
                        Tenneco Inc. Rabbi Trust dated as of August 28, 1998
                        (incorporated herein by reference from Exhibit 4.3(l) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1998, File No. 1-12387).
           4.6      --  Qualified Offer Plan Rights Agreement, dated as of September
                        9, 1998, by and between the Company and First Chicago Trust
                        Company of New York, as Rights Agent (incorporated herein by
                        reference from Exhibit 4.1 of Tenneco Inc.'s Current Report
                        on Form 8-K dated September 24, 1998, File No. 1-12387).
            *5      --  Opinion of Theodore R. Tetzlaff, Esq. as to the legality of
                        the Common Stock being registered.
</TABLE>
<PAGE>   8
 
<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
       -------                                  -----------
       <C>          <C> <S>
            15      --  None.
         *23.1      --  Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit
                        5).
         *23.2      --  Consents of Arthur Andersen LLP.
         *24.1      --  Powers of Attorney of the following Directors of the
                        Company: Mark Andrews, W. Michael Blumenthal, Larry D.
                        Brady, M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K.
                        Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko,
                        William L. Weiss and Clifton R. Wharton, Jr.
            99      --  None.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25431}]
{"company-data": {"conformed-name": "TENNECO INC /DE", "cik": "0001024725", "assigned-sic": "3523", "irs-number": "760515284", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76261", "film-number": "99593328"}, "business-address": {"street1": "1275 KING STREET", "city": "GREENWICH", "state": "CT", "zip": "06831", "phone": "2038631000"}, "mail-address": {"street1": "1010 MILAM STREET", "street2": "ROOM T 2560B", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": {"former-conformed-name": "NEW TENNECO INC", "date-changed": "19961011"}}
1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999
 
                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                          ----------------------------
 
                                  TENNECO INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                  ISSUER: 76-0515284
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)
 
              1275 KING STREET
           GREENWICH, CONNECTICUT                                  06831
  (Address of Principal Executive Offices)                      (Zip Code)
----------------------------
 
                    TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES
                              TENNECO THRIFT PLAN
                           (Full Title of the Plans)
 
                                KARL A. STEWART
                          VICE PRESIDENT AND SECRETARY
                                  TENNECO INC.
                                1275 KING STREET
                          GREENWICH, CONNECTICUT 06831
                    (Name and address of agent for service)
 
                           TELEPHONE: (203) 863-1000
         (Telephone number, including area code, of agent for service)
 
                          ----------------------------
 
                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES            AMOUNT TO BE        OFFERING PRICE         AGGREGATE           AMOUNT OF
       TO BE REGISTERED              REGISTERED           PER SHARE*        OFFERING PRICE*    REGISTRATION FEE*
----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
  per share (including
  associated rights)..........     740,000 shares           $27.94            $20,675,600           $5,748
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
  amended (the "Securities Act"), based on the average of the high and low
  prices of the Company's Common Stock as reported on the New York Stock
  Exchange on April 12, 1999.
 
NOTE: This Registration Statement carries forward 174,174 shares of Common Stock
previously registered on Form S-8 (Registration No. 333-48777) filed with the
Commission on March 27, 1998. The filing fee associated with such securities
previously paid with the earlier registration statement was $2,209.40.
 
                          ----------------------------
 
     In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
 
     Pursuant to Rule 429, the Prospectus which relates to shares of Common
Stock registered pursuant to this Registration Statement also relates to 462,000
shares of Common Stock registered pursuant to Registration Statement No.
333-17487, 395,000 shares of Common Stock registered pursuant to Registration
Statement No. 333-27281 and 710,000 shares of Common Stock registered pursuant
to Registration Statement No. 333-48777.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
 
     This Registration Statement covers: (i) 195,000 additional shares of Common
Stock, par value $.01 per share, and the associated preferred stock purchase
rights attached thereto (the "Common Stock") of Tenneco Inc. (the "Company"),
which may be offered or sold from time to time pursuant to the Tenneco Thrift
Plan for Hourly Employees ("Hourly Thrift Plan"); and (ii) 545,000 additional
shares of Common Stock, which may be offered or sold from time to time pursuant
to the Tenneco Thrift Plan ("Salaried Thrift Plan"). This Registration Statement
also covers an indeterminate amount of interests to be offered or sold under the
Hourly Thrift Plan and the Salaried Thrift Plan.
 
     The Company initially registered 62,000 shares of Common Stock for issuance
under the Hourly Thrift Plan and 400,000 shares of Common Stock for issuance
under the Salaried Thrift Plan on its Registration Statement on Form S-8
(Registration No. 333-17487 filed with the Securities and Exchange Commission on
December 11, 1996). The Company subsequently registered an additional 95,000
shares of Common Stock for issuance under the Hourly Thrift Plan and an
additional 300,000 shares of Common Stock for issuance under the Salaried Thrift
Plan (Registration Statement No. 333-27281 filed May 16, 1997). In connection
with the merger of certain plans with and into the Hourly Thrift Plan and the
Salaried Thrift Plan, the Company also subsequently registered: (i) an
additional 64,000 shares of Common Stock for issuance under the Hourly Thrift
Plan (Registration Statement No. 333-27279 filed May 16, 1997); (ii) 4,000
shares of Common Stock for issuance under the Salaried Thrift Plan and 1,000
shares of Common Stock for issuance under the Hourly Thrift Plan (Registration
No. 333-30933 filed July 9, 1997); and (iii) an additional 2,100 shares of
Common Stock for issuance under the Hourly Thrift Plan (Registration Statement
No. 333-41537 filed December 5, 1997). The Company subsequently registered an
additional 110,000 shares of Common Stock for issuance under the Hourly Thrift
Plan and an additional 600,000 shares of Common Stock for issuance under the
Salaried Thrift Plan (Registration Statement No. 333-48777 filed March 27,
1998). The contents of the Registration Statements described above are
incorporated by reference herein.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference into this Registration Statement:
 
     (a) The Company's Annual Report on Form 10-K for the year ended December
         31, 1998 (File No. 1-12387);
 
     (b) The description of the Common Stock included in the Company's
         Registration Statement on Form 10, Registration No. 1-12387, originally
         filed with the Commission on October 30, 1996, as amended; and
 
     (c) The Annual Reports for the fiscal year ended December 31, 1997 for the
         Salaried Thrift Plan and Hourly Thrift Plan on Form 11-K filed with the
         Commission by the Company (File No. 1-12387).
 
     In addition to the foregoing, all documents subsequently filed by the
Company, the Hourly Thrift Plan or the Salaried Thrift Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
 
                                        1
3
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Certain legal matters regarding the Common Stock offered hereby will be
passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the
Company. At January 31, 1999, Mr. Tetzlaff beneficially owned 148,376 shares of
Common Stock (including options to purchase 89,871 shares of Common Stock, which
options were either exercisable as of such date or exercisable within 60 days of
such date).
 
ITEM 8. EXHIBITS.
 
     The following exhibits are filed as part of this Registration Statement or
incorporated therein by reference (exhibits designated by an asterisk are filed
with this Registration Statement; all other exhibits are incorporated by
reference):
4.1(a)   --  Restated Certificate of Incorporation of the Company, dated
                        December 11, 1996 (incorporated herein by reference from
                        Exhibit 3.1(a) of Tenneco Inc.'s Annual Report on Form 10-K
                        for the year ended December 31, 1997, File No. 1-12387).
           4.1(b)   --  Certificate of Amendment, dated December 11, 1996
                        (incorporated herein by reference from Exhibit 3.1(c) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(c)   --  Certificate of Ownership and Merger, dated July 8, 1997
                        (incorporated herein by reference from Exhibit 3.1(d) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(d)   --  Certificate of Designation of Series B Junior Participating
                        Preferred Stock, dated September 9, 1998 (incorporated
                        herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s
                        Quarterly Report on Form 10-Q for the quarter ended
                        September 30, 1998, File No. 1-12387).
           4.1(e)   --  Certificate of Elimination of the Series A Participating
                        Junior Preferred Stock of the Company, dated September 11,
                        1998 (incorporated herein by reference from Exhibit 3.1(e)
                        of Tenneco Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended September 30, 1998, File No. 1-12387).
           4.2      --  Amended By-Laws of the Company (incorporated herein by
                        reference from Exhibit 3.2 of Tenneco Inc.'s Annual Report
                        on Form 10-K for the year ended December 31, 1998, File No.
                        1-12387).
           4.3      --  Form of Specimen Stock Certificate of the Company's Common
                        Stock (incorporated herein by reference from Exhibit 4.1 of
                        Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 1998, File No. 1-12387).
           4.4(a)   --  Eighth Supplemental Indenture, dated as of April 28, 1997,
                        to Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(b)   --  Ninth Supplemental Indenture, dated as of April 28, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.2 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(c)   --  Tenth Supplemental Indenture, dated as of July 16, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated June 11, 1997, File No. 1-12387).
2
4
4.5      --  Registration Rights Agreement, dated as of August 28, 1998,
                        by and between Tenneco Inc. and Dana G. Mead, Theodore R.
                        Tetzlaff, Paul T. Stecko and Robert T. Blakely, not
                        individually but solely as trustees under that certain
                        Tenneco Inc. Rabbi Trust dated as of August 28, 1998
                        (incorporated herein by reference from Exhibit 4.3(l) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1998, File No. 1-12387).
           4.6      --  Qualified Offer Plan Rights Agreement, dated as of September
                        9, 1998, by and between the Company and First Chicago Trust
                        Company of New York, as Rights Agent (incorporated herein by
                        reference from Exhibit 4.1 of Tenneco Inc.'s Current Report
                        on Form 8-K dated September 24, 1998, File No. 1-12387).
            *5      --  Opinion of Theodore R. Tetzlaff, Esq. as to the legality of
                        the Common Stock being registered.
            15      --  None.
         *23.1      --  Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit
                        5).
         *23.2      --  Consents of Arthur Andersen LLP.
         *24.1      --  Powers of Attorney of the following Directors of the
                        Company: Mark Andrews, W. Michael Blumenthal, Larry D.
                        Brady, M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K.
                        Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko,
                        William L. Weiss and Clifton R. Wharton, Jr.
            99      --  None.
The Company will submit or has submitted the Hourly Thrift Plan and the
Salaried Thrift Plan, and hereby undertakes to submit any amendments thereto, to
the Internal Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to qualify said Hourly
Thrift Plan and Salaried Thrift Plan.
 
                                        3
5
 
                                   SIGNATURES
 
     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut, on the 14th day
of April, 1999.
 
                                          TENNECO INC.
 
                                          By        /s/ DANA G. MEAD
 
                                            ------------------------------------
                                                        Dana G. Mead
                                            Chairman and Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                       TITLE                      DATE
                      ---------                                       -----                      ----
/s/ DANA G. MEAD                       Principal Executive Officer        April 14, 1999
-----------------------------------------------------      and Director
                    Dana G. Mead
 
                /s/ ROBERT T. BLAKELY                    Principal Financial and            April 14, 1999
-----------------------------------------------------      Accounting Officer
                  Robert T. Blakely
 
Mark Andrews, W. Michael Blumenthal, Larry D. Brady,     Directors
M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K.
Johnson, Sir David Plastow, Roger B. Porter, Paul T.
Stecko, William L. Weiss, Clifton R. Wharton, Jr.
 
             By /s/ THEODORE R. TETZLAFF                                                    April 14, 1999
-----------------------------------------------------
                Theodore R. Tetzlaff
                  Attorney-in-fact
4
6
 
                                   SIGNATURES
 
     The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under each of the Tenneco Thrift Plan for Hourly Employees
and the Tenneco Thrift Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Greenwich, State of Connecticut, on this 14th day of April, 1999.
 
                                          TENNECO THRIFT PLAN FOR HOURLY
                                          EMPLOYEES
                                          TENNECO THRIFT PLAN
 
                                          By        /s/ DANA G. MEAD
 
                                            ------------------------------------
                                                        Dana G. Mead
                                                  Chairman of Tenneco Inc.
                                                     Benefits Committee
 
                                        5
7
 
                                 EXHIBIT INDEX
EXHIBIT
       NUMBER                                   DESCRIPTION
       -------                                  -----------
4.1(a)   --  Restated Certificate of Incorporation of the Company, dated
                        December 11, 1996 (incorporated herein by reference from
                        Exhibit 3.1(a) of Tenneco Inc.'s Annual Report on Form 10-K
                        for the year ended December 31, 1997, File No. 1-12387).
           4.1(b)   --  Certificate of Amendment, dated December 11, 1996
                        (incorporated herein by reference from Exhibit 3.1(c) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(c)   --  Certificate of Ownership and Merger, dated July 8, 1997
                        (incorporated herein by reference from Exhibit 3.1(d) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1997, File No. 1-12387).
           4.1(d)   --  Certificate of Designation of Series B Junior Participating
                        Preferred Stock, dated September 9, 1998 (incorporated
                        herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s
                        Quarterly Report on Form 10-Q for the quarter ended
                        September 30, 1998, File No. 1-12387).
           4.1(e)   --  Certificate of Elimination of the Series A Participating
                        Junior Preferred Stock of the Company, dated September 11,
                        1998 (incorporated herein by reference from Exhibit 3.1(e)
                        of Tenneco Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended September 30, 1998, File No. 1-12387).
           4.2      --  Amended By-Laws of the Company (incorporated herein by
                        reference from Exhibit 3.2 of Tenneco Inc.'s Annual Report
                        on Form 10-K for the year ended December 31, 1998, File No.
                        1-12387).
           4.3      --  Form of Specimen Stock Certificate of the Company's Common
                        Stock (incorporated herein by reference from Exhibit 4.1 of
                        Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 1998, File No. 1-12387).
           4.4(a)   --  Eighth Supplemental Indenture, dated as of April 28, 1997,
                        to Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(b)   --  Ninth Supplemental Indenture, dated as of April 28, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.2 of Tenneco Inc.'s Current Report on Form 8-K
                        dated April 23, 1997, File No. 1-12387).
           4.4(c)   --  Tenth Supplemental Indenture, dated as of July 16, 1997, to
                        Indenture, dated as of November 1, 1996, between Tenneco
                        Inc. (formerly New Tenneco Inc.) and The Chase Manhattan
                        Bank, as Trustee (incorporated herein by reference from
                        Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K
                        dated June 11, 1997, File No. 1-12387).
           4.5      --  Registration Rights Agreement, dated as of August 28, 1998,
                        by and between Tenneco Inc. and Dana G. Mead, Theodore R.
                        Tetzlaff, Paul T. Stecko and Robert T. Blakely, not
                        individually but solely as trustees under that certain
                        Tenneco Inc. Rabbi Trust dated as of August 28, 1998
                        (incorporated herein by reference from Exhibit 4.3(l) of
                        Tenneco Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1998, File No. 1-12387).
           4.6      --  Qualified Offer Plan Rights Agreement, dated as of September
                        9, 1998, by and between the Company and First Chicago Trust
                        Company of New York, as Rights Agent (incorporated herein by
                        reference from Exhibit 4.1 of Tenneco Inc.'s Current Report
                        on Form 8-K dated September 24, 1998, File No. 1-12387).
            *5      --  Opinion of Theodore R. Tetzlaff, Esq. as to the legality of
                        the Common Stock being registered.
8
EXHIBIT
       NUMBER                                   DESCRIPTION
       -------                                  -----------
15      --  None.
         *23.1      --  Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit
                        5).
         *23.2      --  Consents of Arthur Andersen LLP.
         *24.1      --  Powers of Attorney of the following Directors of the
                        Company: Mark Andrews, W. Michael Blumenthal, Larry D.
                        Brady, M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K.
                        Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko,
                        William L. Weiss and Clifton R. Wharton, Jr.
            99      --  None.