<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1997
 
                                                      REGISTRATION NO.    -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       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 IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
                                1275 KING STREET
                          GREENWICH, CONNECTICUT 06831
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                 TENNECO INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)
 
                                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        PROPOSED
                                            MAXIMUM        MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE     OFFERING       AGGREGATE       AMOUNT OF
   TO BE REGISTERED        REGISTERED   PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------
<S>                      <C>            <C>             <C>            <C>
Common Stock, par value
 $.01 per share
 (including associated     2,500,000
 Rights)...............      shares         $39.88*      $99,700,000*    $30,212.12*
---------------------------------------------------------------------------------------
</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 reported on the New York Stock Exchange on March 10, 1997.
 
  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 plan described herein.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
 
                                    PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
  Not required to be included herewith.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not required to be included herewith.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed by Tenneco Inc. (formerly known as New Tenneco
Inc.) (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 fiscal year ended
  December 31, 1996;
 
    (b) The Company's Amended Current Report on Form 8-K/A, dated February
  24, 1997; and
 
    (c) The description of the Company's Common Stock and associated Rights
  included in the Company's Registration Statement on Form 10, Registration No.
  1-12387, as filed on October 30, 1996, as amended.

  In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the Tenneco Inc. 1997 Employee Stock Purchase 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.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Certain legal matters regarding shares of Common Stock offered hereby will
be passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the
Company. Mr. Tetzlaff beneficially owns 87,623 shares of Common Stock of the
Company (including options to purchase 44,118 shares of Common Stock of the
Company, which options are either presently exercisable or exercisable within
60 days).
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, allows the advancement of costs of defending against litigation,
and permits the Company to purchase insurance on behalf of directors,
officers, employees, and agents. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any bylaws,
agreement, vote of stockholders or otherwise.
 
                                     II-1
<PAGE>
 
  The Restated Certificate of Incorporation of the Company (the "Certificate")
provides that a director of the Company will not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may thereafter be
amended. Based on the DGCL as presently in effect, a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions, or (iv) for any transactions from which the director derived an
improper personal benefit.
 
  While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate has no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions of the Certificate described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director, and do not apply to
officers of the Company who are not directors.
 
  The Amended and Restated By-laws of the Company (the "By-laws") provide that
the Company will indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may thereafter be amended, any
person (an "Indemnitee") who was or is made or is threatened to be made a party
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he, or a person for whom he is the legal representative, is or was a
director or officer of the Company or, while a director or officer of the
Company, is or was serving at the request of the Company as a director,
officer, employee or agent of another Company or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such Indemnitee. The By-laws
also provide that, notwithstanding the foregoing, but except as described in
the second following paragraph, the Company is required to indemnify an
Indemnitee in connection with a proceeding (or part thereof) commenced by such
Indemnitee only if the commencement of such proceeding (or part thereof) by the
Indemnitee was authorized by the Company's Board of Directors.
 
  The By-laws further provide that the Company will pay the expenses (including
attorneys' fees) incurred by an Indemnitee in defending any proceeding in
advance of its final disposition; provided, however, that, to the extent
required by law, such payment of expenses in advance of the final disposition
of the proceeding will be made only upon receipt of an undertaking by the
Indemnitee to repay all amounts advanced if it should be ultimately determined
that the Indemnitee is not entitled to be indemnified under the relevant
section of the By-laws or otherwise.
 
  Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
 
  The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have or
thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company's obligation, if any, to indemnify or to advance expenses
to any Indemnitee who was or is serving at its request as a director, officer,
employee or agent of another Company, partnership, joint venture, trust,
enterprise or nonprofit entity will be reduced by any amount such Indemnitee
may collect as indemnification or advancement of expenses from such other
Company, partnership, joint venture, trust, enterprise or nonprofit enterprise
and (iii) that any repeal or modification of the relevant provisions of the 
By-laws will
 
                                      II-2
<PAGE>
 
not adversely affect any right or protection thereunder of any Indemnitee in
respect of any act or omission occurring prior to the time of such repeal or
modification.
 
  The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and as
authorized by appropriate corporate action.
 
 
  The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provisions, and to insure the officers and directors of the
Company, and of its subsidiary companies, against certain liabilities incurred
by them in the discharge of their function as such officers and directors
except for liabilities resulting from their own malfeasance.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
  The following exhibits are filed as part of this Registration Statement:
 
<TABLE>
 <C>      <S>
 *4.1     --Restated Certificate of Incorporation of Tenneco Inc. (incorporated herein by
           reference from Exhibit 3.1 of Tenneco Inc.'s Form 10-K for the fiscal year
           ended December 31, 1996, File No. 1-12387).
 *4.2     --Amended and Restated By-laws of Tenneco Inc. (incorporated herein by reference
           from Exhibit 3.2 of Tenneco Inc.'s Form 10-K for the fiscal year ended December
           31, 1996, File No. 1-12387).
 *4.3     --Rights Agreement, dated as of December 11, 1996, by and between Tenneco Inc.
           (formerly New Tenneco Inc.) and First Chicago Trust Company of New York, as
           Rights Agent (incorporated herein by reference from Exhibit 4.2 of Tenneco
           Inc.'s Form 10-K for the fiscal year ended December 31, 1996, File No. 1-
           12387).
   5      --Opinion of Theodore R. Tetzlaff, Esq. regarding Company Common Stock.
 23.1     --Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5).
 23.2     --Consent of Arthur Andersen LLP.
 24       --Powers of Attorney of Mark Andrews, W. Michael Blumenthal, M. Kathryn
           Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B.
           McCoy, Sir David Plastow, William L. Weiss and Clifton R. Wharton, Jr.
</TABLE>
 
  Exhibits incorporated by reference to a prior filing are designated by an
asterisk(*).
 
ITEM 9. UNDERTAKINGS.
 
A. SUBSEQUENT DISCLOSURE.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made of
  the securities registered hereby, a post-effective amendment to this
  Registration Statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement;
 
                                      II-3
<PAGE>
 
      (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;
 
  provided, however, that the undertakings set forth in paragraphs (i) and
  (ii) above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic
  reports filed with or furnished to the Commission by the Company, pursuant
  to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
B. INCORPORATION BY REFERENCE.
 
  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
C. COMMISSION POSITION ON INDEMNIFICATION.
 
  The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                     II-4
<PAGE>
 
                                   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 THIS 13TH DAY OF
MARCH, 1997.
 
                                          TENNECO INC.
 
                                                     /s/ Dana G. Mead
                                          By___________________________________
                                                       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
DATE INDICATED.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
<S>                                  <C>                           <C>
          /s/ Dana G. Mead
------------------------------------
            Dana G. Mead             Principal Executive Officer
                                      and
                                      Director                       March 13, 1997
       /s/ Robert T. Blakely
------------------------------------
         Robert T. Blakely           Principal Financial and
                                      Accounting Officer             March 13, 1997
</TABLE>
 
<TABLE>
<S>                                    <C>                           <C>
Mark Andrews, W. Michael Blumenthal,   Directors
 M. Kathryn Eickhoff, Peter T. Flawn,
 Henry U. Harris, Jr., Belton K.
 Johnson,
 John B. McCoy, David Plastow,
 William L. Weiss, Clifton R.
 Wharton, Jr.
 
</TABLE>
 
   /s/ Theodore R. Tetzlaff                                       March 13, 1997
By_____________________________                                   
       Attorney-in-fact
 
                                     II- 5
<PAGE>
 
                                   SIGNATURES
 
THE PLAN
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMMITTEE
APPOINTED UNDER THE TENNECO INC. 1997 EMPLOYEE STOCK PURCHASE 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 13TH DAY OF MARCH, 1997.
 
                                          TENNECO INC. 1997 EMPLOYEE STOCK
                                           PURCHASE PLAN
 
                                                  /s/ Barry R. Schuman
                                          By __________________________________
                                                    Barry R. Schuman
                                                  Senior Vice President
                                                   Human Resources of
                                                      Tenneco Inc.
 
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21792}]
{"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": "333-23249", "film-number": "97555882"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1997
 
                                                      REGISTRATION NO.    -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       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 IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
                                1275 KING STREET
                          GREENWICH, CONNECTICUT 06831
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                 TENNECO INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)
 
                                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        PROPOSED
                                            MAXIMUM        MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE     OFFERING       AGGREGATE       AMOUNT OF
   TO BE REGISTERED        REGISTERED   PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share
 (including associated     2,500,000
 Rights)...............      shares         $39.88*      $99,700,000*    $30,212.12*
---------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
* 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 reported on the New York Stock Exchange on March 10, 1997.
 
  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 plan described herein.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
  Not required to be included herewith.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not required to be included herewith.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed by Tenneco Inc. (formerly known as New Tenneco
Inc.) (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 fiscal year ended
  December 31, 1996;
 
    (b) The Company's Amended Current Report on Form 8-K/A, dated February
  24, 1997; and
 
    (c) The description of the Company's Common Stock and associated Rights
  included in the Company's Registration Statement on Form 10, Registration No.
  1-12387, as filed on October 30, 1996, as amended.

  In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the Tenneco Inc. 1997 Employee Stock Purchase 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.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Certain legal matters regarding shares of Common Stock offered hereby will
be passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the
Company. Mr. Tetzlaff beneficially owns 87,623 shares of Common Stock of the
Company (including options to purchase 44,118 shares of Common Stock of the
Company, which options are either presently exercisable or exercisable within
60 days).
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, allows the advancement of costs of defending against litigation,
and permits the Company to purchase insurance on behalf of directors,
officers, employees, and agents. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any bylaws,
agreement, vote of stockholders or otherwise.
 
                                     II-1
The Restated Certificate of Incorporation of the Company (the "Certificate")
provides that a director of the Company will not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may thereafter be
amended. Based on the DGCL as presently in effect, a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions, or (iv) for any transactions from which the director derived an
improper personal benefit.
 
  While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate has no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions of the Certificate described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director, and do not apply to
officers of the Company who are not directors.
 
  The Amended and Restated By-laws of the Company (the "By-laws") provide that
the Company will indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may thereafter be amended, any
person (an "Indemnitee") who was or is made or is threatened to be made a party
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he, or a person for whom he is the legal representative, is or was a
director or officer of the Company or, while a director or officer of the
Company, is or was serving at the request of the Company as a director,
officer, employee or agent of another Company or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such Indemnitee. The By-laws
also provide that, notwithstanding the foregoing, but except as described in
the second following paragraph, the Company is required to indemnify an
Indemnitee in connection with a proceeding (or part thereof) commenced by such
Indemnitee only if the commencement of such proceeding (or part thereof) by the
Indemnitee was authorized by the Company's Board of Directors.
 
  The By-laws further provide that the Company will pay the expenses (including
attorneys' fees) incurred by an Indemnitee in defending any proceeding in
advance of its final disposition; provided, however, that, to the extent
required by law, such payment of expenses in advance of the final disposition
of the proceeding will be made only upon receipt of an undertaking by the
Indemnitee to repay all amounts advanced if it should be ultimately determined
that the Indemnitee is not entitled to be indemnified under the relevant
section of the By-laws or otherwise.
 
  Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
 
  The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have or
thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company's obligation, if any, to indemnify or to advance expenses
to any Indemnitee who was or is serving at its request as a director, officer,
employee or agent of another Company, partnership, joint venture, trust,
enterprise or nonprofit entity will be reduced by any amount such Indemnitee
may collect as indemnification or advancement of expenses from such other
Company, partnership, joint venture, trust, enterprise or nonprofit enterprise
and (iii) that any repeal or modification of the relevant provisions of the 
By-laws will
 
                                      II-2
not adversely affect any right or protection thereunder of any Indemnitee in
respect of any act or omission occurring prior to the time of such repeal or
modification.
 
  The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and as
authorized by appropriate corporate action.
 
 
  The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provisions, and to insure the officers and directors of the
Company, and of its subsidiary companies, against certain liabilities incurred
by them in the discharge of their function as such officers and directors
except for liabilities resulting from their own malfeasance.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
  The following exhibits are filed as part of this Registration Statement:
*4.1     --Restated Certificate of Incorporation of Tenneco Inc. (incorporated herein by
           reference from Exhibit 3.1 of Tenneco Inc.'s Form 10-K for the fiscal year
           ended December 31, 1996, File No. 1-12387).
 *4.2     --Amended and Restated By-laws of Tenneco Inc. (incorporated herein by reference
           from Exhibit 3.2 of Tenneco Inc.'s Form 10-K for the fiscal year ended December
           31, 1996, File No. 1-12387).
 *4.3     --Rights Agreement, dated as of December 11, 1996, by and between Tenneco Inc.
           (formerly New Tenneco Inc.) and First Chicago Trust Company of New York, as
           Rights Agent (incorporated herein by reference from Exhibit 4.2 of Tenneco
           Inc.'s Form 10-K for the fiscal year ended December 31, 1996, File No. 1-
           12387).
   5      --Opinion of Theodore R. Tetzlaff, Esq. regarding Company Common Stock.
 23.1     --Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5).
 23.2     --Consent of Arthur Andersen LLP.
 24       --Powers of Attorney of Mark Andrews, W. Michael Blumenthal, M. Kathryn
           Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B.
           McCoy, Sir David Plastow, William L. Weiss and Clifton R. Wharton, Jr.
Exhibits incorporated by reference to a prior filing are designated by an
asterisk(*).
 
ITEM 9. UNDERTAKINGS.
 
A. SUBSEQUENT DISCLOSURE.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made of
  the securities registered hereby, a post-effective amendment to this
  Registration Statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement;
 
                                      II-3
(iii) To include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;
 
  provided, however, that the undertakings set forth in paragraphs (i) and
  (ii) above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic
  reports filed with or furnished to the Commission by the Company, pursuant
  to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
B. INCORPORATION BY REFERENCE.
 
  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
C. COMMISSION POSITION ON INDEMNIFICATION.
 
  The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                     II-4
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 THIS 13TH DAY OF
MARCH, 1997.
 
                                          TENNECO INC.
 
                                                     /s/ Dana G. Mead
                                          By___________________________________
                                                       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
DATE INDICATED.
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
/s/ Dana G. Mead
------------------------------------
            Dana G. Mead             Principal Executive Officer
                                      and
                                      Director                       March 13, 1997
       /s/ Robert T. Blakely
------------------------------------
         Robert T. Blakely           Principal Financial and
                                      Accounting Officer             March 13, 1997
Mark Andrews, W. Michael Blumenthal,   Directors
 M. Kathryn Eickhoff, Peter T. Flawn,
 Henry U. Harris, Jr., Belton K.
 Johnson,
 John B. McCoy, David Plastow,
 William L. Weiss, Clifton R.
 Wharton, Jr.
/s/ Theodore R. Tetzlaff                                       March 13, 1997
By_____________________________                                   
       Attorney-in-fact
 
                                     II- 5
SIGNATURES
 
THE PLAN
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMMITTEE
APPOINTED UNDER THE TENNECO INC. 1997 EMPLOYEE STOCK PURCHASE 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 13TH DAY OF MARCH, 1997.
 
                                          TENNECO INC. 1997 EMPLOYEE STOCK
                                           PURCHASE PLAN
 
                                                  /s/ Barry R. Schuman
                                          By __________________________________
                                                    Barry R. Schuman
                                                  Senior Vice President
                                                   Human Resources of
                                                      Tenneco Inc.
 
                                      II-6