<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1996
 
                                                      REGISTRATION NO.
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                NEW TENNECO INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                          (TO BE RENAMED TENNECO INC.)
               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 THRIFT PLAN FOR HOURLY EMPLOYEES,
                     TENNECO PACKAGING 401(K) SAVINGS PLAN,
                              TENNECO THRIFT PLAN
                                      AND
                 TENNECO 401(K) SAVINGS PLAN FOR CHIPPEWA FALLS
                           (FULL TITLE OF THE PLANS)
 
                                KARL A. STEWART
                          VICE PRESIDENT AND SECRETARY
                                NEW 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
 Rights)...............  528,100 shares     $14.44*      $7,625,764*       $2,311*
=======================================================================================
</TABLE>
* Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
  amended (the "Securities Act") based on the book value of the Registrant's
  Common Stock computed as of September 30, 1996, the latest practicable date
  prior to the filing date of this Registration Statement.
 
  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.

================================================================================
<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 are incorporated by reference into this Registration
Statement on Form S-8:
 
  (i) The Registration Statement on Form 10 (the "Form 10 Registration
      Statement") filed with the Securities and Exchange Commission (the
      "Commission") by New Tenneco Inc. (the "Company") (File No. 1-12387),
      as amended;
 
  (ii) The Annual Report for the fiscal year ended December 31, 1995 for the
       Tenneco Packaging 401(k) Savings Plan on Form 11-K filed with the
       Commission by Tenneco Inc. ("Tenneco") (File No. 1-9864); and
 
  (iii) The Annual Report for the fiscal year ended December 31, 1995 for the
        Tenneco Thrift Plan on Form 11-K filed with the Commission by Tenneco
        (File No. 1-9864).
 
  In addition to the foregoing, all documents subsequently filed (i) by the
Company or (ii) the Tenneco Thrift Plan for Hourly Employees, the Tenneco
Packaging 401(k) Savings Plan, the Tenneco Thrift Plan or the Tenneco 401(k)
Savings Plan for Chippewa Falls (collectively, the "Plans") pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (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 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
Tenneco. Mr. Tetzlaff beneficially owns 75,970 shares of Common Stock of
Tenneco (including options to purchase 38,000 shares of Tenneco Common Stock,
which options are either presently exercisable or exercisable within 60 days).
Upon consummation of the distribution of shares of Common Stock of the Company
as described in the Form 10 Registration Statement (the "Distribution"), Mr.
Tetzlaff will beneficially own 37,970 shares of Company Common Stock and will
hold options to purchase shares of Company Common Stock in a number calculated
pursuant to a formula described in the Form 10 Registration Statement, a
portion of which options would then be exercisable or exercisable within 60
days of such date.
 
                                     II-1
<PAGE>
 
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.
 
  The Restated Certificate of Incorporation to be adopted by the Company prior
to the consummation of the Distribution (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 will have 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 to be adopted by the Company prior to the
consummation of the Distribution (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 will be 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
 
                                      II-2
<PAGE>
 
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 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     --Form of Restated Certificate of Incorporation (Exhibit 3.2 to Registration No.
           1-12387).
 *4.2     --Form of Amended and Restated By-laws (Exhibit 3.4 to Registration No. 1-
           12387).
 *4.3     --Form of Rights Agreement between New Tenneco Inc. and First Chicago Trust
           Company of New York, as Rights Agent (Exhibit 4.2 to Registration 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     --Consents of Arthur Andersen LLP.
 23.3     --Consent of Ernst & Young 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(*).
 
  The Company will submit or has submitted the Plans and hereby undertakes to
submit any amendments thereto, to the Internal Revenue Service in a timely
manner and will make all changes required by the Internal Revenue Service in
order to qualify said Plans.
 
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-3
<PAGE>
 
      (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;
 
      (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 6TH DAY OF
DECEMBER, 1996.
 
                                          NEW 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
------------------------------------  Principal Executive Officer
            Dana G. Mead              and Director                  December 6, 1996
                                      
      /s/ Robert T. Blakely
------------------------------------  Principal Financial and
         Robert T. Blakely            Accounting Officer            December 6, 1996
                                      
</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.
 
 
     /s/ Karl A. Stewart                                            December 6, 1996
By_____________________________                                  
       Attorney-in-fact

</TABLE>
 
                                     II- 5
<PAGE>
 
                                  SIGNATURES
 
THE PLANS
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMMITTEE
APPOINTED UNDER EACH OF TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES, TENNECO
PACKAGING 401(K) SAVING PLAN, TENNECO THRIFT PLAN, AND TENNECO 401(K) SAVINGS
PLAN FOR CHIPPEWA FALLS 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 6TH DAY OF DECEMBER, 1996.
 
                                          TENNECO THRIFT PLAN FOR HOURLY
                                           EMPLOYEES
                                          TENNECO PACKAGING 401(k) SAVINGS
                                           PLAN
                                          TENNECO THRIFT PLAN
                                          TENNECO 401(k) SAVINGS PLAN FOR
                                           CHIPPEWA FALLS
 
                                                  /s/ Barry R. Schuman
                                          By __________________________________
                                                    Barry R. Schuman
                                                  Senior Vice President
                                                   Human Resources of
                                                    New Tenneco Inc.
 
                                     II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22758}]
{"company-data": {"conformed-name": "NEW TENNECO INC", "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": "333-17487", "film-number": "96677735"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1996
 
                                                      REGISTRATION NO.
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                NEW TENNECO INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                          (TO BE RENAMED TENNECO INC.)
               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 THRIFT PLAN FOR HOURLY EMPLOYEES,
                     TENNECO PACKAGING 401(K) SAVINGS PLAN,
                              TENNECO THRIFT PLAN
                                      AND
                 TENNECO 401(K) SAVINGS PLAN FOR CHIPPEWA FALLS
                           (FULL TITLE OF THE PLANS)
 
                                KARL A. STEWART
                          VICE PRESIDENT AND SECRETARY
                                NEW 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
 Rights)...............  528,100 shares     $14.44*      $7,625,764*       $2,311*
=======================================================================================
* Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
  amended (the "Securities Act") based on the book value of the Registrant's
  Common Stock computed as of September 30, 1996, the latest practicable date
  prior to the filing date of this Registration Statement.
 
  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.

================================================================================
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 are incorporated by reference into this Registration
Statement on Form S-8:
 
  (i) The Registration Statement on Form 10 (the "Form 10 Registration
      Statement") filed with the Securities and Exchange Commission (the
      "Commission") by New Tenneco Inc. (the "Company") (File No. 1-12387),
      as amended;
 
  (ii) The Annual Report for the fiscal year ended December 31, 1995 for the
       Tenneco Packaging 401(k) Savings Plan on Form 11-K filed with the
       Commission by Tenneco Inc. ("Tenneco") (File No. 1-9864); and
 
  (iii) The Annual Report for the fiscal year ended December 31, 1995 for the
        Tenneco Thrift Plan on Form 11-K filed with the Commission by Tenneco
        (File No. 1-9864).
 
  In addition to the foregoing, all documents subsequently filed (i) by the
Company or (ii) the Tenneco Thrift Plan for Hourly Employees, the Tenneco
Packaging 401(k) Savings Plan, the Tenneco Thrift Plan or the Tenneco 401(k)
Savings Plan for Chippewa Falls (collectively, the "Plans") pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (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 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
Tenneco. Mr. Tetzlaff beneficially owns 75,970 shares of Common Stock of
Tenneco (including options to purchase 38,000 shares of Tenneco Common Stock,
which options are either presently exercisable or exercisable within 60 days).
Upon consummation of the distribution of shares of Common Stock of the Company
as described in the Form 10 Registration Statement (the "Distribution"), Mr.
Tetzlaff will beneficially own 37,970 shares of Company Common Stock and will
hold options to purchase shares of Company Common Stock in a number calculated
pursuant to a formula described in the Form 10 Registration Statement, a
portion of which options would then be exercisable or exercisable within 60
days of such date.
 
                                     II-1
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.
 
  The Restated Certificate of Incorporation to be adopted by the Company prior
to the consummation of the Distribution (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 will have 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 to be adopted by the Company prior to the
consummation of the Distribution (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 will be 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
 
                                      II-2
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 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     --Form of Restated Certificate of Incorporation (Exhibit 3.2 to Registration No.
           1-12387).
 *4.2     --Form of Amended and Restated By-laws (Exhibit 3.4 to Registration No. 1-
           12387).
 *4.3     --Form of Rights Agreement between New Tenneco Inc. and First Chicago Trust
           Company of New York, as Rights Agent (Exhibit 4.2 to Registration 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     --Consents of Arthur Andersen LLP.
 23.3     --Consent of Ernst & Young 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(*).
 
  The Company will submit or has submitted the Plans and hereby undertakes to
submit any amendments thereto, to the Internal Revenue Service in a timely
manner and will make all changes required by the Internal Revenue Service in
order to qualify said Plans.
 
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-3
(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;
 
      (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 6TH DAY OF
DECEMBER, 1996.
 
                                          NEW 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
------------------------------------  Principal Executive Officer
            Dana G. Mead              and Director                  December 6, 1996
                                      
      /s/ Robert T. Blakely
------------------------------------  Principal Financial and
         Robert T. Blakely            Accounting Officer            December 6, 1996
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/ Karl A. Stewart                                            December 6, 1996
By_____________________________                                  
       Attorney-in-fact
II- 5
SIGNATURES
 
THE PLANS
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMMITTEE
APPOINTED UNDER EACH OF TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES, TENNECO
PACKAGING 401(K) SAVING PLAN, TENNECO THRIFT PLAN, AND TENNECO 401(K) SAVINGS
PLAN FOR CHIPPEWA FALLS 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 6TH DAY OF DECEMBER, 1996.
 
                                          TENNECO THRIFT PLAN FOR HOURLY
                                           EMPLOYEES
                                          TENNECO PACKAGING 401(k) SAVINGS
                                           PLAN
                                          TENNECO THRIFT PLAN
                                          TENNECO 401(k) SAVINGS PLAN FOR
                                           CHIPPEWA FALLS
 
                                                  /s/ Barry R. Schuman
                                          By __________________________________
                                                    Barry R. Schuman
                                                  Senior Vice President
                                                   Human Resources of
                                                    New Tenneco Inc.
 
                                     II-6