<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1994
 
                                                       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 ISSUER AS SPECIFIED IN ITS CHARTER)
             PLAN: ILLINOIS
            ISSUER: DELAWARE                       ISSUER: 76-0233548
    (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)
 
    TENNECO BUILDING, HOUSTON, TEXAS                     77002
   (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
              OFFICES)
 
                TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)
 
                                  M. W. MEYER
                   VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
                                  TENNECO INC.
                                TENNECO BUILDING
                              HOUSTON, TEXAS 77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                           TELEPHONE: (713) 757-2131
         (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 of Tenneco
 Inc., par value $5 per
 share (including
 associated Rights)....    6,000 shs.       $45.38*       $272,280*          $100
- ---------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee in
  accordance with Rule 457 and is based upon the average of the high and low
  prices of the Common Stock as quoted for July 8, 1994, in The Wall Street
  Journal.
 
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 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 II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed with the Securities and Exchange Commission are
incorporated in this registration statement by reference:
 
    1. The Plan's Annual Report on Form 11-K for the fiscal year ended
  December 31, 1993.
 
    2. Tenneco Inc.'s Annual Report on Form 10-K for the fiscal year ended
  December 31, 1993.
 
    3. Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1994.
 
    4. Tenneco Inc.'s Current Report on Form 8-K dated April 26, 1994.
 
    5. Tenneco Inc.'s Proxy Statement issued in connection with its Annual
  Meeting of Stockholders held on May 10, 1994.
 
    6. Description of the Common Stock of Tenneco Inc. included in Tenneco
  Inc.'s Registration Statement on Form 8-B, Registration No. 1-9864, as
  filed with the Commission on March 8, 1988.
 
  All documents subsequently filed by Tenneco Inc. or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The By-Laws of Tenneco Inc. include the following provision:
 
    "Section 14. Each person who is or was a director or officer of the
  Company, or who serves or may have served at the request of the Company as
  a director or officer of another corporation, partnership, joint venture,
  trust or other enterprise (including the heirs, executors, administrators
  or estate of such person) and who was or is a party or is threatened to be
  made a party to any threatened, pending or completed claim, action, suit or
  proceeding, whether criminal, civil, administrative or investigative,
  including appeals, shall be indemnified by the Company as matter of right
  to the full extent permitted or authorized by the General Corporation Law
  of Delaware, as it may from time to time be amended, against any expenses
  (including attorneys' fees), judgments, fines and amounts paid in
  settlement, actually and reasonably incurred by him in his capacity as a
  director or officer, or arising out of his status as a director or officer.
  Each person who is or was an employee or agent of the Company, or who
  serves or may have served at the request of the Company as an employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise (including the heirs, executors, administrators or estate of
  such person) may, at the discretion of the Board, be indemnified by the
  Company to the same extent as provided herein with respect to directors and
  officers of the Company.
 
    "The Company may, but shall not be obligated to, maintain insurance at
  its expense, to protect itself and any person who is or was a director,
  officer, employee or agent of the Company, or is or was
 
                                      II-1
<PAGE>
 
  serving as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising
  out of his status as such. The Company may, but shall not be obligated to,
  pay expenses incurred in defending a civil or criminal action, suit or
  proceeding in advance of the final disposition of such action, suit or
  proceeding.
 
    "The indemnification provided by this Section 14 shall not be exclusive
  of any other rights to which those seeking indemnification may be entitled
  as a matter of law or under any agreement, vote of stockholders or
  disinterested directors or otherwise."
 
  Insofar as the foregoing provision permits indemnification (other than the
payment by Tenneco Inc. of expenses incurred or paid by a director or officer
in the successful defense of any action) for liabilities arising under the
Securities Act of 1933, Tenneco Inc. has been advised by the Securities and
Exchange Commission that, in the opinion of the Commission, it is against
public policy as expressed in the Act and therefore unenforceable. In the event
that a claim for such indemnification is asserted by an officer or a director,
pursuant to the foregoing provision or Delaware law, Tenneco Inc. will (unless
the question has already been determined by a precedent deemed to be
controlling) submit to a court of appropriate jurisdiction the question whether
or not indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
 
  Tenneco Inc. has purchased insurance which purports to insure Tenneco Inc.
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of Tenneco
Inc., 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.
 
  Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
<TABLE>
 <C>      <S>
  3(a)    --Specimen Certificate of Common Stock (Exhibit 4(b)(2) to Registration No. 33-
           17815).
  3(b)(1) --Copy of Certificate of Incorporation as amended and supplemented as of
           December 9, 1987 (Exhibit 3(a) to Form 10-K for the fiscal year ended December
           31, 1987, File No. 1-9864).
  3(b)(2) --Certificate of Amendment to Certificate of Incorporation dated May 17, 1988
           (Exhibit 3(a) to Form 10-Q for the quarter ended June 30, 1988, File No. 1-
           9864).
  3(b)(3) --Certificate of Designation, Preferences and Rights of Series A Participating
           Junior Preferred Stock, dated May 24, 1988 (Exhibit 3(b) to Form 10-Q for the
           quarter ended June 30, 1988, File No. 1-9864).
  3(b)(4) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1989 (Exhibit 3(a)(4) to Form 10-K for the fiscal year ended
           December 31, 1988, File No. 1-9864).
  3(b)(5) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1990 (Exhibit 3(a)(5) to Form 10-K for the fiscal year ended
           December 31, 1989, File No. 1-9864).
  3(b)(6) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1991 (Exhibit 3(a)(6) to Form 10-K for the fiscal year ended
           December 31, 1990, File No. 1-9864).
  3(b)(7) --Certificate of Designation, Preferences and Rights of Series A Cumulative
           Preferred Stock, dated December 19, 1991 (Exhibit 4(b)(7) to Registration No.
           33-45345).
  3(b)(8) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1992 (Exhibit 3(a)(8) to Form 10-K for the fiscal year ended
           December 31, 1991, File No. 1-9864).
</TABLE>
 
                                      II-2
<PAGE>
 
<TABLE>
 <C>        <S>
   3(b)(9)  --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
             February 22, 1993 (Exhibit 3(a)(9) to Form 10-K for the fiscal year ended
             December 31, 1992, File No. 1-9864).
   3(b)(10) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
             February 14, 1994 (Exhibit 3(a)(10) to Form 10-K for the fiscal year ended
             December 31, 1993, File No. 1-9864).
   3(c)     --By-Laws of Tenneco Inc. as amended March 9, 1993 (Exhibit 3(b) to Form 10-K
             for the year ended December 31, 1992, File No. 1-9864).
   3(d)     --Rights Agreement dated as of May 24, 1988, as amended and restated October 1,
             1989, between Tenneco Inc. and First Chicago Trust Company of New York, as
             Rights Agent (Exhibit 4(d) to Registration No. 33-43561).
   4        --Included in Exhibits 3(a) and 3(b).
   5        --None.
  15        --None.
 *23        --The consents of Arthur Andersen & Co. are attached to this Registration
             Statement.
 *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, Joseph J. Sisco and William L. Weiss.
  27        --None.
  28        --None.
  99(a)     --Tenneco Automotive Hourly Employees Savings Plan (Exhibit 99(a) to
             Registration Statement No. 33-50863).
  99(b)     --Trust Agreement, effective as of April 1, 1993, between Frontier Trust Company
             and Tenneco Automotive (Exhibit 99(b) to Registration Statement No. 33-50863).
  99(c)     --Copy of Tenneco Automotive Hourly Employee Savings Plan Summary Plan
             Description (Exhibit 99(c) to Registration Statement No. 33-50863).
</TABLE>
 
  The Registrant has submitted the Plan, and hereby undertakes to submit any
amendment 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
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
 
                                      II-3
<PAGE>
 
ITEM 9. UNDERTAKINGS.
 
A. SUBSEQUENT DISCLOSURE.
 
  The undersigned registrant 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 of 1933;
 
      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of the 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 by the registrant pursuant to section 13 or section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in
  this registration statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  herein, 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final
adjudication of such issue.
 
                                      II-4
<PAGE>
 
D. TO TRANSMIT CERTAIN MATERIAL.
 
  The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report
in which case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the annual report for the preceding
year may be so delivered, but within such 120 day period the annual report for
the last fiscal year will be furnished to each such employee.
 
                                      II-5
<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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 15TH DAY OF
JULY, 1994.
 
                                          TENNECO INC.
 
                                                       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 OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
 
<TABLE>
<CAPTION>
             SIGNATURE                             TITLE                    DATE
             ---------                             -----                    ----
<S>                                    <C>                           <C>
             Dana G. Mead               Principal Executive Officer                   
 --------------------------------------  and Director                   July 15, 1994 
             Dana G. Mead                                                            
                                                                                     
          Robert T. Blakely              Principal Financial and                      
 --------------------------------------   Accounting Officer             July 15, 1994
          Robert T. Blakely                                                    
                                                                                     
Mark Andrews, W. Michael Blumenthal,     Directors                                           
 M. Kathryn Eickhoff, Peter T. Flawn,
 Henry U. Harris, Jr., Belton K.
 Johnson, John B. McCoy, Joseph J. 
 Sisco, William L. Weiss
 
</TABLE>
 
          M. W. Meyer                                             July 15, 1994 
By_____________________________                                       
       Attorney-in-fact
 
                                      II-6
<PAGE>
 
                                   SIGNATURE
 
THE PLAN
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE TENNECO
AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 15TH DAY OF JULY,
1994.
 
                                          TENNECO AUTOMOTIVE HOURLY EMPLOYEES
                                           SAVINGS PLAN
 
                                                    Richard A. Snell
                                          By
                                            -----------------------------------
                                                    Richard A. Snell
                                            Chairman of the Tenneco Automotive
                                                    Benefits Committee
 
                                      II-7
<PAGE>
 
                                    CONSENTS
 
                INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 14, 1994,
included in the Annual Report of Tenneco Inc. on Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
Registration Statement.
 
                                          Arthur Andersen & Co.
 
Houston, Texas
July 15, 1994
 
                               ----------------
 
                   INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO
                    AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated June 29, 1994,
included in the Annual Report of the Tenneco Automotive Hourly Employees
Savings Plan on Form 11-K for the year ended December 31, 1993, and to all
references to our Firm included in this Registration Statement.
 
                                          Arthur Andersen & Co.
 
Milwaukee, Wisconsin
July 15, 1994
 
                                      II-8
<PAGE>
 
                               INDEX TO EXHIBITS
 
                TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
 
<TABLE>
<CAPTION>
  EXHIBIT
   NUMBER
  -------
 <C>        <S>                                                         <C>
   3(a)     --Specimen Certificate of Common Stock (Exhibit 4(b)(2)
             to Registration No. 33-17815).                                *
   3(b)(1)  --Copy of Certificate of Incorporation as amended and
             supplemented as of December 9, 1987 (Exhibit 3(a) to
             Form 10-K for the fiscal year ended December 31, 1987,
             File No. 1-9864).                                             *
   3(b)(2)  --Certificate of Amendment to Certificate of
             Incorporation dated May 17, 1988 (Exhibit 3(a) to Form
             10-Q for the quarter ended June 30, 1988, File No. 1-
             9864).                                                        *
   3(b)(3)  --Certificate of Designation, Preferences and Rights of
             Series A Participating Junior Preferred Stock, dated May
             24, 1988 (Exhibit 3(b) to Form 10-Q for the quarter
             ended June 30, 1988, File No. 1-9864).                        *
   3(b)(4)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1989 (Exhibit 3(a)(4) to
             Form 10-K for the fiscal year ended December 31, 1988,
             File No. 1-9864).                                             *
   3(b)(5)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1990 (Exhibit 3(a)(5) to
             Form 10-K for the fiscal year ended December 31, 1989,
             File No. 1-9864).                                             *
   3(b)(6)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1991 (Exhibit 3(a)(6) to
             Form 10-K for the fiscal year ended December 31, 1990,
             File No. 1-9864).                                             *
   3(b)(7)  --Certificate of Designation, Preferences and Rights of
             Series A Cumulative Preferred Stock, dated December 19,
             1991 (Exhibit 4(b)(7) to Registration No. 33-45345).          *
   3(b)(8)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1992 (Exhibit 3(a)(8) to
             Form 10-K for the fiscal year ended December 31, 1991,
             File No. 1-9864).                                             *
   3(b)(9)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 22, 1993 (Exhibit 3(a)(9) to
             Form 10-K for the fiscal year ended December 31, 1992,
             File No. 1-9864).                                             *
   3(b)(10) --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 14, 1994 (Exhibit 3(a)(10)
             to Form 10-K for the fiscal year ended December 31,
             1993, File No.
             1-9864).                                                      *
   3(c)     --By-Laws of Tenneco Inc. as amended March 9, 1993
             (Exhibit 3(b) to Form 10-K for the fiscal year ended
             December 31, 1992, File No. 1-9864).                          *
   3(d)     --Rights Agreement dated as of May 24, 1988, as amended
             and restated October 1, 1989, between Tenneco Inc. and
             First Chicago Trust Company of New York, as Rights Agent
             (Exhibit 4(d) to Registration No. 33-43561).                  *
  23        --The consents of Arthur Andersen & Co. are attached to
             the Registration Statement.
  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, Joseph
             J. Sisco and William L. Weiss.
  99(a)     --Tenneco Automotive Hourly Employees Savings Plan
             (Exhibit 99(a) to Registration Statement No. 33-50863).       *
  99(b)     --Trust Agreement, effective as of April 1, 1993, between
             Frontier Trust Company and Tenneco Automotive (Exhibit
             99(b) to Registration Statement No. 33-50863).                *
  99(c)     --Copy of Tenneco Automotive Hourly Employee Savings Plan
             Summary Plan Description (Exhibit 99(c) to Registration
             Statement No. 33-50863).                                      *
</TABLE>
- -------
* Incorporated by reference to a prior filing
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27418}]
{"company-data": {"conformed-name": "TENNECO INC /DE/", "cik": "0000823549", "assigned-sic": "3523", "irs-number": "760233548", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54595", "film-number": "94539072"}, "business-address": {"street1": "TENNECO BLDG", "street2": "1010 MILAM STREET", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7137572131"}, "mail-address": {"street1": "TENNECO BLDG", "street2": "1010 MILAM STREET", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": {"former-conformed-name": "TENNECO HOLDINGS INC", "date-changed": "19871229"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1994
 
                                                       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 ISSUER AS SPECIFIED IN ITS CHARTER)
             PLAN: ILLINOIS
            ISSUER: DELAWARE                       ISSUER: 76-0233548
    (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)
 
    TENNECO BUILDING, HOUSTON, TEXAS                     77002
   (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
              OFFICES)
 
                TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)
 
                                  M. W. MEYER
                   VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
                                  TENNECO INC.
                                TENNECO BUILDING
                              HOUSTON, TEXAS 77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                           TELEPHONE: (713) 757-2131
         (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 of Tenneco
 Inc., par value $5 per
 share (including
 associated Rights)....    6,000 shs.       $45.38*       $272,280*          $100
- ---------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee in
  accordance with Rule 457 and is based upon the average of the high and low
  prices of the Common Stock as quoted for July 8, 1994, in The Wall Street
  Journal.
 
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed with the Securities and Exchange Commission are
incorporated in this registration statement by reference:
 
    1. The Plan's Annual Report on Form 11-K for the fiscal year ended
  December 31, 1993.
 
    2. Tenneco Inc.'s Annual Report on Form 10-K for the fiscal year ended
  December 31, 1993.
 
    3. Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1994.
 
    4. Tenneco Inc.'s Current Report on Form 8-K dated April 26, 1994.
 
    5. Tenneco Inc.'s Proxy Statement issued in connection with its Annual
  Meeting of Stockholders held on May 10, 1994.
 
    6. Description of the Common Stock of Tenneco Inc. included in Tenneco
  Inc.'s Registration Statement on Form 8-B, Registration No. 1-9864, as
  filed with the Commission on March 8, 1988.
 
  All documents subsequently filed by Tenneco Inc. or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The By-Laws of Tenneco Inc. include the following provision:
 
    "Section 14. Each person who is or was a director or officer of the
  Company, or who serves or may have served at the request of the Company as
  a director or officer of another corporation, partnership, joint venture,
  trust or other enterprise (including the heirs, executors, administrators
  or estate of such person) and who was or is a party or is threatened to be
  made a party to any threatened, pending or completed claim, action, suit or
  proceeding, whether criminal, civil, administrative or investigative,
  including appeals, shall be indemnified by the Company as matter of right
  to the full extent permitted or authorized by the General Corporation Law
  of Delaware, as it may from time to time be amended, against any expenses
  (including attorneys' fees), judgments, fines and amounts paid in
  settlement, actually and reasonably incurred by him in his capacity as a
  director or officer, or arising out of his status as a director or officer.
  Each person who is or was an employee or agent of the Company, or who
  serves or may have served at the request of the Company as an employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise (including the heirs, executors, administrators or estate of
  such person) may, at the discretion of the Board, be indemnified by the
  Company to the same extent as provided herein with respect to directors and
  officers of the Company.
 
    "The Company may, but shall not be obligated to, maintain insurance at
  its expense, to protect itself and any person who is or was a director,
  officer, employee or agent of the Company, or is or was
 
                                      II-1
serving as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising
  out of his status as such. The Company may, but shall not be obligated to,
  pay expenses incurred in defending a civil or criminal action, suit or
  proceeding in advance of the final disposition of such action, suit or
  proceeding.
 
    "The indemnification provided by this Section 14 shall not be exclusive
  of any other rights to which those seeking indemnification may be entitled
  as a matter of law or under any agreement, vote of stockholders or
  disinterested directors or otherwise."
 
  Insofar as the foregoing provision permits indemnification (other than the
payment by Tenneco Inc. of expenses incurred or paid by a director or officer
in the successful defense of any action) for liabilities arising under the
Securities Act of 1933, Tenneco Inc. has been advised by the Securities and
Exchange Commission that, in the opinion of the Commission, it is against
public policy as expressed in the Act and therefore unenforceable. In the event
that a claim for such indemnification is asserted by an officer or a director,
pursuant to the foregoing provision or Delaware law, Tenneco Inc. will (unless
the question has already been determined by a precedent deemed to be
controlling) submit to a court of appropriate jurisdiction the question whether
or not indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
 
  Tenneco Inc. has purchased insurance which purports to insure Tenneco Inc.
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of Tenneco
Inc., 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.
 
  Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
3(a)    --Specimen Certificate of Common Stock (Exhibit 4(b)(2) to Registration No. 33-
           17815).
  3(b)(1) --Copy of Certificate of Incorporation as amended and supplemented as of
           December 9, 1987 (Exhibit 3(a) to Form 10-K for the fiscal year ended December
           31, 1987, File No. 1-9864).
  3(b)(2) --Certificate of Amendment to Certificate of Incorporation dated May 17, 1988
           (Exhibit 3(a) to Form 10-Q for the quarter ended June 30, 1988, File No. 1-
           9864).
  3(b)(3) --Certificate of Designation, Preferences and Rights of Series A Participating
           Junior Preferred Stock, dated May 24, 1988 (Exhibit 3(b) to Form 10-Q for the
           quarter ended June 30, 1988, File No. 1-9864).
  3(b)(4) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1989 (Exhibit 3(a)(4) to Form 10-K for the fiscal year ended
           December 31, 1988, File No. 1-9864).
  3(b)(5) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1990 (Exhibit 3(a)(5) to Form 10-K for the fiscal year ended
           December 31, 1989, File No. 1-9864).
  3(b)(6) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1991 (Exhibit 3(a)(6) to Form 10-K for the fiscal year ended
           December 31, 1990, File No. 1-9864).
  3(b)(7) --Certificate of Designation, Preferences and Rights of Series A Cumulative
           Preferred Stock, dated December 19, 1991 (Exhibit 4(b)(7) to Registration No.
           33-45345).
  3(b)(8) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
           February 21, 1992 (Exhibit 3(a)(8) to Form 10-K for the fiscal year ended
           December 31, 1991, File No. 1-9864).
II-2
3(b)(9)  --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
             February 22, 1993 (Exhibit 3(a)(9) to Form 10-K for the fiscal year ended
             December 31, 1992, File No. 1-9864).
   3(b)(10) --Certificate of Retirement of Preferred Stock Redeemed or Purchased dated
             February 14, 1994 (Exhibit 3(a)(10) to Form 10-K for the fiscal year ended
             December 31, 1993, File No. 1-9864).
   3(c)     --By-Laws of Tenneco Inc. as amended March 9, 1993 (Exhibit 3(b) to Form 10-K
             for the year ended December 31, 1992, File No. 1-9864).
   3(d)     --Rights Agreement dated as of May 24, 1988, as amended and restated October 1,
             1989, between Tenneco Inc. and First Chicago Trust Company of New York, as
             Rights Agent (Exhibit 4(d) to Registration No. 33-43561).
   4        --Included in Exhibits 3(a) and 3(b).
   5        --None.
  15        --None.
 *23        --The consents of Arthur Andersen & Co. are attached to this Registration
             Statement.
 *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, Joseph J. Sisco and William L. Weiss.
  27        --None.
  28        --None.
  99(a)     --Tenneco Automotive Hourly Employees Savings Plan (Exhibit 99(a) to
             Registration Statement No. 33-50863).
  99(b)     --Trust Agreement, effective as of April 1, 1993, between Frontier Trust Company
             and Tenneco Automotive (Exhibit 99(b) to Registration Statement No. 33-50863).
  99(c)     --Copy of Tenneco Automotive Hourly Employee Savings Plan Summary Plan
             Description (Exhibit 99(c) to Registration Statement No. 33-50863).
The Registrant has submitted the Plan, and hereby undertakes to submit any
amendment 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
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
 
                                      II-3
ITEM 9. UNDERTAKINGS.
 
A. SUBSEQUENT DISCLOSURE.
 
  The undersigned registrant 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 of 1933;
 
      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of the 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 by the registrant pursuant to section 13 or section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in
  this registration statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  herein, 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final
adjudication of such issue.
 
                                      II-4
D. TO TRANSMIT CERTAIN MATERIAL.
 
  The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report
in which case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the annual report for the preceding
year may be so delivered, but within such 120 day period the annual report for
the last fiscal year will be furnished to each such employee.
 
                                      II-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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 15TH DAY OF
JULY, 1994.
 
                                          TENNECO INC.
 
                                                       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 OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE                             TITLE                    DATE
             ---------                             -----                    ----
Dana G. Mead               Principal Executive Officer                   
 --------------------------------------  and Director                   July 15, 1994 
             Dana G. Mead                                                            
                                                                                     
          Robert T. Blakely              Principal Financial and                      
 --------------------------------------   Accounting Officer             July 15, 1994
          Robert T. Blakely                                                    
                                                                                     
Mark Andrews, W. Michael Blumenthal,     Directors                                           
 M. Kathryn Eickhoff, Peter T. Flawn,
 Henry U. Harris, Jr., Belton K.
 Johnson, John B. McCoy, Joseph J. 
 Sisco, William L. Weiss
M. W. Meyer                                             July 15, 1994 
By_____________________________                                       
       Attorney-in-fact
 
                                      II-6
SIGNATURE
 
THE PLAN
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE TENNECO
AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 15TH DAY OF JULY,
1994.
 
                                          TENNECO AUTOMOTIVE HOURLY EMPLOYEES
                                           SAVINGS PLAN
 
                                                    Richard A. Snell
                                          By
                                            -----------------------------------
                                                    Richard A. Snell
                                            Chairman of the Tenneco Automotive
                                                    Benefits Committee
 
                                      II-7
CONSENTS
 
                INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 14, 1994,
included in the Annual Report of Tenneco Inc. on Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
Registration Statement.
 
                                          Arthur Andersen & Co.
 
Houston, Texas
July 15, 1994
 
                               ----------------
 
                   INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO
                    AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated June 29, 1994,
included in the Annual Report of the Tenneco Automotive Hourly Employees
Savings Plan on Form 11-K for the year ended December 31, 1993, and to all
references to our Firm included in this Registration Statement.
 
                                          Arthur Andersen & Co.
 
Milwaukee, Wisconsin
July 15, 1994
 
                                      II-8
INDEX TO EXHIBITS
 
                TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
EXHIBIT
   NUMBER
  -------
3(a)     --Specimen Certificate of Common Stock (Exhibit 4(b)(2)
             to Registration No. 33-17815).                                *
   3(b)(1)  --Copy of Certificate of Incorporation as amended and
             supplemented as of December 9, 1987 (Exhibit 3(a) to
             Form 10-K for the fiscal year ended December 31, 1987,
             File No. 1-9864).                                             *
   3(b)(2)  --Certificate of Amendment to Certificate of
             Incorporation dated May 17, 1988 (Exhibit 3(a) to Form
             10-Q for the quarter ended June 30, 1988, File No. 1-
             9864).                                                        *
   3(b)(3)  --Certificate of Designation, Preferences and Rights of
             Series A Participating Junior Preferred Stock, dated May
             24, 1988 (Exhibit 3(b) to Form 10-Q for the quarter
             ended June 30, 1988, File No. 1-9864).                        *
   3(b)(4)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1989 (Exhibit 3(a)(4) to
             Form 10-K for the fiscal year ended December 31, 1988,
             File No. 1-9864).                                             *
   3(b)(5)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1990 (Exhibit 3(a)(5) to
             Form 10-K for the fiscal year ended December 31, 1989,
             File No. 1-9864).                                             *
   3(b)(6)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1991 (Exhibit 3(a)(6) to
             Form 10-K for the fiscal year ended December 31, 1990,
             File No. 1-9864).                                             *
   3(b)(7)  --Certificate of Designation, Preferences and Rights of
             Series A Cumulative Preferred Stock, dated December 19,
             1991 (Exhibit 4(b)(7) to Registration No. 33-45345).          *
   3(b)(8)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 21, 1992 (Exhibit 3(a)(8) to
             Form 10-K for the fiscal year ended December 31, 1991,
             File No. 1-9864).                                             *
   3(b)(9)  --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 22, 1993 (Exhibit 3(a)(9) to
             Form 10-K for the fiscal year ended December 31, 1992,
             File No. 1-9864).                                             *
   3(b)(10) --Certificate of Retirement of Preferred Stock Redeemed
             or Purchased dated February 14, 1994 (Exhibit 3(a)(10)
             to Form 10-K for the fiscal year ended December 31,
             1993, File No.
             1-9864).                                                      *
   3(c)     --By-Laws of Tenneco Inc. as amended March 9, 1993
             (Exhibit 3(b) to Form 10-K for the fiscal year ended
             December 31, 1992, File No. 1-9864).                          *
   3(d)     --Rights Agreement dated as of May 24, 1988, as amended
             and restated October 1, 1989, between Tenneco Inc. and
             First Chicago Trust Company of New York, as Rights Agent
             (Exhibit 4(d) to Registration No. 33-43561).                  *
  23        --The consents of Arthur Andersen & Co. are attached to
             the Registration Statement.
  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, Joseph
             J. Sisco and William L. Weiss.
  99(a)     --Tenneco Automotive Hourly Employees Savings Plan
             (Exhibit 99(a) to Registration Statement No. 33-50863).       *
  99(b)     --Trust Agreement, effective as of April 1, 1993, between
             Frontier Trust Company and Tenneco Automotive (Exhibit
             99(b) to Registration Statement No. 33-50863).                *
  99(c)     --Copy of Tenneco Automotive Hourly Employee Savings Plan
             Summary Plan Description (Exhibit 99(c) to Registration
             Statement No. 33-50863).                                      *
- -------
* Incorporated by reference to a prior filing