<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: TEXAS
            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 INC. THRIFT 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, par value
 $5 per share (including
 associated Rights).....  3,000,000 shs.     $45.38*     $136,140,000*      $46,945
- ----------------------------------------------------------------------------------------
</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>
 
PROSPECTUS
 
                             SHARES OF COMMON STOCK
                            (PAR VALUE $5 PER SHARE)
 
                                  TENNECO INC.
 
                               ----------------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE  COMMISSION OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS THE
    SECURITIES AND  EXCHANGE COMMISSION OR ANY STATE  SECURITIES COMMISSION
      PASSED  UPON THE  ACCURACY  OR  ADEQUACY  OF  THIS PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
 
  The shares of Common Stock, par value $5 per share ("Common Stock"), of
Tenneco Inc. which may be sold by means of this Prospectus are outstanding
shares of Common Stock which were owned as of May 31, 1994, by the persons
named in this Prospectus under the caption "Selling Shareholders", having been
acquired by them by purchases of Common Stock through the Tenneco Inc. Thrift
Plan (the "Plan"), and the shares of Common Stock estimated to be purchased by
such persons through the Plan during the twelve month period after such date.
Such shares may be offered and sold from time to time by such persons on a
national securities exchange or otherwise.
 
  On July 14, 1994, the closing price per share of the Common Stock as quoted
in The Wall Street Journal for said date was $47 1/4.
 
                               ----------------
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH ANY OFFER
MADE THEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON.
 
                  THE DATE OF THIS PROSPECTUS IS JULY 15, 1994
<PAGE>
 
                                  TENNECO INC.
 
  Tenneco Inc., a Delaware corporation, the issuer of the shares covered by
this Prospectus, has its principal executive offices at the Tenneco Building,
Houston, Texas 77002, and its telephone number is (713) 757-2131.
 
                               ----------------
 
                             AVAILABLE INFORMATION
 
  Tenneco Inc. is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Information as of
particular dates concerning directors and officers of Tenneco Inc., their
remuneration, options granted to them, the principal holders of securities of
Tenneco Inc. and any material interest of such persons in transactions with
Tenneco Inc. is disclosed in proxy statements distributed to shareholders of
Tenneco Inc. and filed with the Commission. Such reports, proxy statements and
other information filed by Tenneco Inc. with the Commission can be inspected,
without charge, and copies may be obtained at prescribed rates, at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of the
Commission at Northwestern Atrium Center, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor, New York,
New York 10048.
 
  Securities of Tenneco Inc. are listed on the New York, Chicago and Pacific
Stock Exchanges. Reports, proxy material and other information concerning
Tenneco Inc. are on file with and open for inspection at such Exchanges.
 
                               ----------------
 
  TENNECO INC. HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO MR. KARL A. STEWART, VICE PRESIDENT AND SECRETARY, TENNECO INC.,
P.O. BOX 2511, HOUSTON, TEXAS 77252-2511, TELEPHONE NUMBER (713) 757-2131.
 
  A REGISTRATION STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO THE TENNECO INC. THRIFT PLAN. SUCH REGISTRATION
STATEMENT, TOGETHER WITH ALL AMENDMENTS THERETO, IS HEREIN SOMETIMES REFERRED
TO AS THE "REGISTRATION STATEMENT." THIS PROSPECTUS DOES NOT CONTAIN ALL THE
INFORMATION SET FORTH IN THE REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH
HAVE BEEN OMITTED PURSUANT TO THE RULES AND REGULATIONS OF THE COMMISSION. THE
INFORMATION SO OMITTED MAY BE OBTAINED FROM THE COMMISSION'S PRINCIPAL OFFICE
IN WASHINGTON, D.C., UPON PAYMENT OF THE FEES PRESCRIBED BY THE COMMISSION.
 
                                       2
<PAGE>
 
                              SELLING SHAREHOLDERS
 
  The following table sets forth the name and address of each Selling
Shareholder, his or her current position, office or other relationship with
Tenneco Inc.; the number of shares of Common Stock which were owned by him or
her as of May 31, 1994, which he or she acquired through the Plan; and the
number of shares of Common Stock which it is estimated he or she will purchase
through the Plan from May 31, 1994 until May 31, 1995. Any or all of such
shares of Common Stock may be offered for sale and sold by the Selling
Shareholders from time to time by means of this Prospectus.
<TABLE>
<CAPTION>
                                                          NUMBER OF SHARES
                                                   ------------------------------
                                                     COMMON STOCK     ESTIMATED
                                                      PURCHASED       PURCHASES
                                                   THROUGH THE PLAN   OF COMMON
 NAME AND RELATIONSHIP                              AND HELD AS OF  STOCK THROUGH
   WITH TENNECO INC.              ADDRESS            MAY 31, 1994   MAY 31, 1995
 ---------------------            -------          ---------------- -------------
<S>                      <C>                       <C>              <C>
Dana G. Mead............ P.O. Box 2511                   182.691         197
 Chairman and Chief Ex-   Houston, Texas 77252-2511 
  ecutive Officer                                  
Robert T. Blakely....... P.O. Box 2511                 8,029.251         585
 Senior Vice President   Houston, Texas 77252-2511
 and
 Chief Financial Officer
Stacy S. Dick........... P.O. Box 2511                   197.008         197
 Senior Vice President-- Houston, Texas 77252-2511
 Strategy
Barry R. Schuman........ P.O. Box 2511                   244.100         198
 Senior Vice President-- Houston, Texas 77252-2511
 Human Resources
Kenneth D. Allen........ P.O. Box 2511                 3,946.343         291
 Vice President and      Houston, Texas 77252-2511
 Deputy General Counsel
Matthew W. Appel........ P.O. Box 2511                 2,125.971         438
 Vice President--        Houston, Texas 77252-2511
 Financial Analysis and
 Planning
John J. Castellani...... P.O. Box 2511                   136.868         195
 Vice President--        Houston, Texas 77252-2511
 Government Relations
Ilene S. Gordon......... P.O. Box 2511                   309.837         200
 Vice President--        Houston, Texas 77252-2511
 Operations
Arthur H. House......... P.O. Box 2511                   145.159         196
 Vice President--        Houston, Texas 77252-2511
 Corporate Affairs
M. W. Meyer............. P.O. Box 2511                12,988.093         517
 Vice President and      Houston, Texas 77252-2511
 Deputy General Counsel
E. J. Milan............. P.O. Box 2511                 1,501.722         230
 Vice President and Con- Houston, Texas 77252-2511 
  troller                                          
Robert G. Simpson....... P.O. Box 2511                   248.007         198
 Vice President--Tax     Houston, Texas 77252-2511
Karl A. Stewart......... P.O. Box 2511                 3,428.468         278
 Vice President and      Houston, Texas 77252-2511 
  Secretary                                        
S. D. Chesebro.......... P.O. Box 2511                 2,539.382         255
 Chief Executive Officer Houston, Texas 77252-2511
 and
 President--Tenneco Gas
 Inc.
W. R. Phillips, Jr...... P.O. Box 2511                   372.959         201
 Chief Executive Officer Houston, Texas 77252-2511
 and President--Newport
 News Shipbuilding and
 Dry Dock Company
R. A. Snell............. P.O. Box 2511                   325.473         200
 Chief Executive Officer Houston, Texas 77252-2511
 and President--Tenneco
 Automotive, a Division
 of Tennessee Gas
 Pipeline Company
</TABLE>
 
  Each of the Selling Shareholders has been continuously engaged in the
business of Tenneco Inc., its subsidiaries, affiliates or predecessor companies
during the past five years, except that (i) from 1986 to 1992, Dana G. Mead was
employed by International Paper, last serving in the capacity of Executive Vice
President; (ii) from 1985 to 1992, Stacy S. Dick was employed by The First
Boston Corporation, last serving in the capacity of Managing Director; (iii)
from 1980 to 1992, John J. Castellani was employed by TRW
 
                                       3
<PAGE>
 
Inc., last serving in the capacity of Vice President of Government Relations;
(iv) from 1988 until his employment by Tenneco in 1992, Barry R. Schuman was
employed by Union Pacific Railroad Company, last serving in the capacity of
Vice President of Human Resources; (v) from 1990 until 1992, Arthur H. House
served as Vice President, Corporate Communications of Aetna Life & Casualty
Company and from 1988 to 1990 as Senior Vice President, Corporate Affairs of
Shawmut National Corporation; and (vi) from 1983 to 1990, Robert G. Simpson was
employed by Kraft Inc. and Philip Morris Management Co., last serving in the
capacity of Director of Kraft General Foods Federal Taxes.
 
                             ADDITIONAL INFORMATION
 
  On June 30, 1994, certain subsidiaries of Tenneco Inc. sold in an initial
public offering approximately 29% of the outstanding common stock of Case
Corporation, a newly-formed corporation organized to own and operate Tenneco
Inc.'s farm and construction equipment business. The same subsidiaries also
sold 1,500,000 shares of preferred stock of Case Corporation in a private
placement transaction. The net proceeds of such sales were approximately
$385,000,000, which were used for working capital purposes. Prior to such
offering, Case Corporation had previously been a wholly-owned subsidiary of
Tenneco Inc.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents filed with the Securities and Exchange Commission
(the "Commission") by Tenneco Inc. are incorporated as of their respective
dates in this Prospectus by reference:
 
    1. Annual Report on Form 10-K for the fiscal year ended December 31,
  1993.
 
    2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
 
    3. Current Report on Form 8-K dated April 26, 1994.
 
    4. Definitive Proxy Statement for the Annual Meeting of Stockholders held
  on May 10, 1994.
 
    5. 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. pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering hereunder, shall be deemed incorporated in this
Prospectus by reference and to be a part of this Prospectus from the date of
the filing of such reports.
 
                                 LEGAL OPINION
 
  The legality of the Common Stock to which this Prospectus applies has been
passed upon by M. W. Meyer, Esq., Vice President and Deputy General Counsel of
Tenneco Inc. Tenneco Inc. has been advised by Mr. Meyer that at May 31, 1994,
he beneficially owned 23,459 shares of Common Stock of Tenneco Inc.
 
                                    EXPERTS
 
  The financial statements and schedules of Tenneco Inc. and consolidated
subsidiaries included in Tenneco Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report. Reference is made to said report, which includes an
explanatory paragraph with respect to the change in the methods of accounting
for income taxes and postretirement benefits other than pensions effective
January 1, 1992, as discussed in Note 1 to the financial statements.
 
 SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
                                ACT LIABILITIES
 
  The By-Laws of Tenneco Inc. provide for the indemnification of its officers
and directors under certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Tenneco Inc. pursuant to the
foregoing provisions, Tenneco Inc. has been informed 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.
 
                                       4
<PAGE>
 
                                    PART II
         UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN PROSPECTUS
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. Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
 
    4. Current Report on Form 8-K dated April 26, 1994.
 
    5. Definitive Proxy Statement for the 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), or 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
 
 
  The legality of the Common Stock to which the reoffer prospectus included in
this Registration Statement applies has been passed upon by M. W. Meyer, Esq.,
Vice President and Deputy General Counsel of Tenneco Inc. Tenneco Inc. has been
advised by Mr. Meyer that at May 31, 1994, he beneficially owned 23,459 shares
of Common Stock of Tenneco Inc.
 
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 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.
 
                                      II-1
<PAGE>
 
    "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 8, 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 Prefered 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).
</TABLE>
 
                                      II-2
<PAGE>
 
<TABLE>
 <C>       <S>
  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        --Opinion of M. W. Meyer re legality of Common Stock.
 15        --None.
 *23(a)    --The consents of Arthur Andersen & Co. are attached to this Registration
            Statement.
 *23(b)    --The consent of M. W. Meyer, Esq. is contained in his opinion filed as Exhibit
            5 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       --Not required.
  28       --None.
  99(a)(1) --Tenneco Inc. Thrift Plan as Amended and Restated Effective July 1, 1992 (Ex-
            hibit 28(a)(1) to Registration Statement No. 33-60316).
  99(a)(2) --Copy of Amendment No. 1 to the Tenneco Inc. Thrift Plan (Exhibit 28(a)(2) to
            Registration Statement No. 33-60316).
  99(b)(1) --Copy of Affirmation and Acceptance by Successor Trustee dated April 7, 1966 of
            Thrift Plan Trust Agreement (Exhibit 3, Registration No. 2-28834).
  99(b)(2) --Copy of Trust Agreement amended as of January 1, 1976 (Exhibit 2, Form 11-K
            Annual Report of the Thrift Plan of Tenneco Inc. for the fiscal year ended
            December 31, 1976).
  99(b)(3) --Copy of Amendment dated March 2, 1978, to Tenneco Inc. Thrift Plan Trust
            Agreement, amended as of January 1, 1976 (Exhibit 1, Form 11-K Annual Report of
            the Thrift Plan of Tenneco Inc. for the fiscal year ended December 31, 1978).
  99(b)(4) --Copy of Amendment No. Two of Trust Agreement, dated March 6, 1985, effective
            as of March 6, 1985 (Exhibit 28(b)(4), Registration No. 2-97420).
  99(c)    --Copy of Tenneco Inc. Thrift Plan Summary Plan Description (Exhibit 28(c),
            Registration No. 33-45345).
</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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
C. TO TRANSMIT CERTAIN MATERIAL.
 
  (1) 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.
 
  (2) 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
 
                                      II-4
<PAGE>
 
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-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, THE 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 INC.
THRIFT PLAN 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. THRIFT PLAN
 
                                                      Dana G. Mead
                                          By __________________________________
 
                                                      Dana G. Mead
                                            Chairman of the Tenneco 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 INC. THRIFT PLAN
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 20, 1994,
included in the Annual Report of the Tenneco Inc. Thrift 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.
 
Houston, Texas
July 15, 1994
 
                                      II-8
<PAGE>
 
                               INDEX TO EXHIBITS
 
                            TENNECO INC. THRIFT 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 8, 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 Prefered 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).                             *
  5        --Opinion of M. W. Meyer re legality of Common Stock.
 23(a)     --The consents of Arthur Andersen & Co. are attached to the
            Registration Statement.
 23(b)     --The consent of M. W. Meyer, Esq. is contained in his opinion
            filed as Exhibit 5 to the Registration Statement.
</TABLE>
- --------
* Incorporated by reference to a prior filing
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER
 -------
 <C>       <S>                                                              <C>
  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)(1) --Tenneco Inc. Thrift Plan as Amended and Restated Effective     *
            July 1, 1992 (Exhibit 28(a)(1) to Registration Statement No.
            33-60316).
  99(a)(2) --Copy of Amendment No. 1 to the Tenneco Inc. Thrift Plan
            (Exhibit 28(a)(2) to Registration Statement No. 33-60316).      *
  99(b)(1) --Copy of Affirmation and Acceptance by Successor Trustee
            dated April 7, 1966 of Thrift Plan Trust Agreement (Exhibit
            3, Registration No. 2-28834).                                   *
  99(b)(2) --Copy of Trust Agreement amended as of January 1, 1976
            (Exhibit 2, Form 11-K Annual Report of the Thrift Plan of
            Tenneco Inc. for the fiscal year ended December 31, 1976).      *
  99(b)(3) --Copy of Amendment dated March 2, 1978, to Tenneco Inc.
            Thrift Plan Trust Agreement, amended as of January 1, 1976
            (Exhibit 1, Form 11-K Annual Report of the Thrift Plan of
            Tenneco Inc. for the fiscal year ended December 31, 1978).      *
  99(b)(4) --Copy of Amendment No. Two of Trust Agreement, dated March 6,
            1985, effective as of March 6, 1985 (Exhibit 28(b)(4),
            Registration No. 2-97420).                                      *
  99(c)    --Copy of Tenneco Inc. Thrift Plan Summary Plan Description
            (Exhibit 28(c), Registration No. 33-45345).                     *
</TABLE>
- --------
* Incorporated by reference to a prior filing
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 43166}]
{"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": "033-54599", "film-number": "94539076"}, "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: TEXAS
            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 INC. THRIFT 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, par value
 $5 per share (including
 associated Rights).....  3,000,000 shs.     $45.38*     $136,140,000*      $46,945
- ----------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROSPECTUS
 
                             SHARES OF COMMON STOCK
                            (PAR VALUE $5 PER SHARE)
 
                                  TENNECO INC.
 
                               ----------------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE  COMMISSION OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS THE
    SECURITIES AND  EXCHANGE COMMISSION OR ANY STATE  SECURITIES COMMISSION
      PASSED  UPON THE  ACCURACY  OR  ADEQUACY  OF  THIS PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
 
  The shares of Common Stock, par value $5 per share ("Common Stock"), of
Tenneco Inc. which may be sold by means of this Prospectus are outstanding
shares of Common Stock which were owned as of May 31, 1994, by the persons
named in this Prospectus under the caption "Selling Shareholders", having been
acquired by them by purchases of Common Stock through the Tenneco Inc. Thrift
Plan (the "Plan"), and the shares of Common Stock estimated to be purchased by
such persons through the Plan during the twelve month period after such date.
Such shares may be offered and sold from time to time by such persons on a
national securities exchange or otherwise.
 
  On July 14, 1994, the closing price per share of the Common Stock as quoted
in The Wall Street Journal for said date was $47 1/4.
 
                               ----------------
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH ANY OFFER
MADE THEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON.
 
                  THE DATE OF THIS PROSPECTUS IS JULY 15, 1994
TENNECO INC.
 
  Tenneco Inc., a Delaware corporation, the issuer of the shares covered by
this Prospectus, has its principal executive offices at the Tenneco Building,
Houston, Texas 77002, and its telephone number is (713) 757-2131.
 
                               ----------------
 
                             AVAILABLE INFORMATION
 
  Tenneco Inc. is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Information as of
particular dates concerning directors and officers of Tenneco Inc., their
remuneration, options granted to them, the principal holders of securities of
Tenneco Inc. and any material interest of such persons in transactions with
Tenneco Inc. is disclosed in proxy statements distributed to shareholders of
Tenneco Inc. and filed with the Commission. Such reports, proxy statements and
other information filed by Tenneco Inc. with the Commission can be inspected,
without charge, and copies may be obtained at prescribed rates, at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of the
Commission at Northwestern Atrium Center, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor, New York,
New York 10048.
 
  Securities of Tenneco Inc. are listed on the New York, Chicago and Pacific
Stock Exchanges. Reports, proxy material and other information concerning
Tenneco Inc. are on file with and open for inspection at such Exchanges.
 
                               ----------------
 
  TENNECO INC. HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO MR. KARL A. STEWART, VICE PRESIDENT AND SECRETARY, TENNECO INC.,
P.O. BOX 2511, HOUSTON, TEXAS 77252-2511, TELEPHONE NUMBER (713) 757-2131.
 
  A REGISTRATION STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO THE TENNECO INC. THRIFT PLAN. SUCH REGISTRATION
STATEMENT, TOGETHER WITH ALL AMENDMENTS THERETO, IS HEREIN SOMETIMES REFERRED
TO AS THE "REGISTRATION STATEMENT." THIS PROSPECTUS DOES NOT CONTAIN ALL THE
INFORMATION SET FORTH IN THE REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH
HAVE BEEN OMITTED PURSUANT TO THE RULES AND REGULATIONS OF THE COMMISSION. THE
INFORMATION SO OMITTED MAY BE OBTAINED FROM THE COMMISSION'S PRINCIPAL OFFICE
IN WASHINGTON, D.C., UPON PAYMENT OF THE FEES PRESCRIBED BY THE COMMISSION.
 
                                       2
SELLING SHAREHOLDERS
 
  The following table sets forth the name and address of each Selling
Shareholder, his or her current position, office or other relationship with
Tenneco Inc.; the number of shares of Common Stock which were owned by him or
her as of May 31, 1994, which he or she acquired through the Plan; and the
number of shares of Common Stock which it is estimated he or she will purchase
through the Plan from May 31, 1994 until May 31, 1995. Any or all of such
shares of Common Stock may be offered for sale and sold by the Selling
Shareholders from time to time by means of this Prospectus.
NUMBER OF SHARES
                                                   ------------------------------
                                                     COMMON STOCK     ESTIMATED
                                                      PURCHASED       PURCHASES
                                                   THROUGH THE PLAN   OF COMMON
 NAME AND RELATIONSHIP                              AND HELD AS OF  STOCK THROUGH
   WITH TENNECO INC.              ADDRESS            MAY 31, 1994   MAY 31, 1995
 ---------------------            -------          ---------------- -------------
Dana G. Mead............ P.O. Box 2511                   182.691         197
 Chairman and Chief Ex-   Houston, Texas 77252-2511 
  ecutive Officer                                  
Robert T. Blakely....... P.O. Box 2511                 8,029.251         585
 Senior Vice President   Houston, Texas 77252-2511
 and
 Chief Financial Officer
Stacy S. Dick........... P.O. Box 2511                   197.008         197
 Senior Vice President-- Houston, Texas 77252-2511
 Strategy
Barry R. Schuman........ P.O. Box 2511                   244.100         198
 Senior Vice President-- Houston, Texas 77252-2511
 Human Resources
Kenneth D. Allen........ P.O. Box 2511                 3,946.343         291
 Vice President and      Houston, Texas 77252-2511
 Deputy General Counsel
Matthew W. Appel........ P.O. Box 2511                 2,125.971         438
 Vice President--        Houston, Texas 77252-2511
 Financial Analysis and
 Planning
John J. Castellani...... P.O. Box 2511                   136.868         195
 Vice President--        Houston, Texas 77252-2511
 Government Relations
Ilene S. Gordon......... P.O. Box 2511                   309.837         200
 Vice President--        Houston, Texas 77252-2511
 Operations
Arthur H. House......... P.O. Box 2511                   145.159         196
 Vice President--        Houston, Texas 77252-2511
 Corporate Affairs
M. W. Meyer............. P.O. Box 2511                12,988.093         517
 Vice President and      Houston, Texas 77252-2511
 Deputy General Counsel
E. J. Milan............. P.O. Box 2511                 1,501.722         230
 Vice President and Con- Houston, Texas 77252-2511 
  troller                                          
Robert G. Simpson....... P.O. Box 2511                   248.007         198
 Vice President--Tax     Houston, Texas 77252-2511
Karl A. Stewart......... P.O. Box 2511                 3,428.468         278
 Vice President and      Houston, Texas 77252-2511 
  Secretary                                        
S. D. Chesebro.......... P.O. Box 2511                 2,539.382         255
 Chief Executive Officer Houston, Texas 77252-2511
 and
 President--Tenneco Gas
 Inc.
W. R. Phillips, Jr...... P.O. Box 2511                   372.959         201
 Chief Executive Officer Houston, Texas 77252-2511
 and President--Newport
 News Shipbuilding and
 Dry Dock Company
R. A. Snell............. P.O. Box 2511                   325.473         200
 Chief Executive Officer Houston, Texas 77252-2511
 and President--Tenneco
 Automotive, a Division
 of Tennessee Gas
 Pipeline Company
Each of the Selling Shareholders has been continuously engaged in the
business of Tenneco Inc., its subsidiaries, affiliates or predecessor companies
during the past five years, except that (i) from 1986 to 1992, Dana G. Mead was
employed by International Paper, last serving in the capacity of Executive Vice
President; (ii) from 1985 to 1992, Stacy S. Dick was employed by The First
Boston Corporation, last serving in the capacity of Managing Director; (iii)
from 1980 to 1992, John J. Castellani was employed by TRW
 
                                       3
Inc., last serving in the capacity of Vice President of Government Relations;
(iv) from 1988 until his employment by Tenneco in 1992, Barry R. Schuman was
employed by Union Pacific Railroad Company, last serving in the capacity of
Vice President of Human Resources; (v) from 1990 until 1992, Arthur H. House
served as Vice President, Corporate Communications of Aetna Life & Casualty
Company and from 1988 to 1990 as Senior Vice President, Corporate Affairs of
Shawmut National Corporation; and (vi) from 1983 to 1990, Robert G. Simpson was
employed by Kraft Inc. and Philip Morris Management Co., last serving in the
capacity of Director of Kraft General Foods Federal Taxes.
 
                             ADDITIONAL INFORMATION
 
  On June 30, 1994, certain subsidiaries of Tenneco Inc. sold in an initial
public offering approximately 29% of the outstanding common stock of Case
Corporation, a newly-formed corporation organized to own and operate Tenneco
Inc.'s farm and construction equipment business. The same subsidiaries also
sold 1,500,000 shares of preferred stock of Case Corporation in a private
placement transaction. The net proceeds of such sales were approximately
$385,000,000, which were used for working capital purposes. Prior to such
offering, Case Corporation had previously been a wholly-owned subsidiary of
Tenneco Inc.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents filed with the Securities and Exchange Commission
(the "Commission") by Tenneco Inc. are incorporated as of their respective
dates in this Prospectus by reference:
 
    1. Annual Report on Form 10-K for the fiscal year ended December 31,
  1993.
 
    2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
 
    3. Current Report on Form 8-K dated April 26, 1994.
 
    4. Definitive Proxy Statement for the Annual Meeting of Stockholders held
  on May 10, 1994.
 
    5. 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. pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering hereunder, shall be deemed incorporated in this
Prospectus by reference and to be a part of this Prospectus from the date of
the filing of such reports.
 
                                 LEGAL OPINION
 
  The legality of the Common Stock to which this Prospectus applies has been
passed upon by M. W. Meyer, Esq., Vice President and Deputy General Counsel of
Tenneco Inc. Tenneco Inc. has been advised by Mr. Meyer that at May 31, 1994,
he beneficially owned 23,459 shares of Common Stock of Tenneco Inc.
 
                                    EXPERTS
 
  The financial statements and schedules of Tenneco Inc. and consolidated
subsidiaries included in Tenneco Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report. Reference is made to said report, which includes an
explanatory paragraph with respect to the change in the methods of accounting
for income taxes and postretirement benefits other than pensions effective
January 1, 1992, as discussed in Note 1 to the financial statements.
 
 SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
                                ACT LIABILITIES
 
  The By-Laws of Tenneco Inc. provide for the indemnification of its officers
and directors under certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Tenneco Inc. pursuant to the
foregoing provisions, Tenneco Inc. has been informed 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.
 
                                       4
PART II
         UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN PROSPECTUS
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. Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
 
    4. Current Report on Form 8-K dated April 26, 1994.
 
    5. Definitive Proxy Statement for the 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), or 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
 
 
  The legality of the Common Stock to which the reoffer prospectus included in
this Registration Statement applies has been passed upon by M. W. Meyer, Esq.,
Vice President and Deputy General Counsel of Tenneco Inc. Tenneco Inc. has been
advised by Mr. Meyer that at May 31, 1994, he beneficially owned 23,459 shares
of Common Stock of Tenneco Inc.
 
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 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.
 
                                      II-1
"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 8, 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 Prefered 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).
II-2
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        --Opinion of M. W. Meyer re legality of Common Stock.
 15        --None.
 *23(a)    --The consents of Arthur Andersen & Co. are attached to this Registration
            Statement.
 *23(b)    --The consent of M. W. Meyer, Esq. is contained in his opinion filed as Exhibit
            5 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       --Not required.
  28       --None.
  99(a)(1) --Tenneco Inc. Thrift Plan as Amended and Restated Effective July 1, 1992 (Ex-
            hibit 28(a)(1) to Registration Statement No. 33-60316).
  99(a)(2) --Copy of Amendment No. 1 to the Tenneco Inc. Thrift Plan (Exhibit 28(a)(2) to
            Registration Statement No. 33-60316).
  99(b)(1) --Copy of Affirmation and Acceptance by Successor Trustee dated April 7, 1966 of
            Thrift Plan Trust Agreement (Exhibit 3, Registration No. 2-28834).
  99(b)(2) --Copy of Trust Agreement amended as of January 1, 1976 (Exhibit 2, Form 11-K
            Annual Report of the Thrift Plan of Tenneco Inc. for the fiscal year ended
            December 31, 1976).
  99(b)(3) --Copy of Amendment dated March 2, 1978, to Tenneco Inc. Thrift Plan Trust
            Agreement, amended as of January 1, 1976 (Exhibit 1, Form 11-K Annual Report of
            the Thrift Plan of Tenneco Inc. for the fiscal year ended December 31, 1978).
  99(b)(4) --Copy of Amendment No. Two of Trust Agreement, dated March 6, 1985, effective
            as of March 6, 1985 (Exhibit 28(b)(4), Registration No. 2-97420).
  99(c)    --Copy of Tenneco Inc. Thrift Plan Summary Plan Description (Exhibit 28(c),
            Registration No. 33-45345).
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
C. TO TRANSMIT CERTAIN MATERIAL.
 
  (1) 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.
 
  (2) 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
 
                                      II-4
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-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, THE 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 INC.
THRIFT PLAN 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. THRIFT PLAN
 
                                                      Dana G. Mead
                                          By __________________________________
 
                                                      Dana G. Mead
                                            Chairman of the Tenneco 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 INC. THRIFT PLAN
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 20, 1994,
included in the Annual Report of the Tenneco Inc. Thrift 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.
 
Houston, Texas
July 15, 1994
 
                                      II-8
INDEX TO EXHIBITS
 
                            TENNECO INC. THRIFT 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 8, 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 Prefered 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).                             *
  5        --Opinion of M. W. Meyer re legality of Common Stock.
 23(a)     --The consents of Arthur Andersen & Co. are attached to the
            Registration Statement.
 23(b)     --The consent of M. W. Meyer, Esq. is contained in his opinion
            filed as Exhibit 5 to the Registration Statement.
- --------
* Incorporated by reference to a prior filing
EXHIBIT
 NUMBER
 -------
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)(1) --Tenneco Inc. Thrift Plan as Amended and Restated Effective     *
            July 1, 1992 (Exhibit 28(a)(1) to Registration Statement No.
            33-60316).
  99(a)(2) --Copy of Amendment No. 1 to the Tenneco Inc. Thrift Plan
            (Exhibit 28(a)(2) to Registration Statement No. 33-60316).      *
  99(b)(1) --Copy of Affirmation and Acceptance by Successor Trustee
            dated April 7, 1966 of Thrift Plan Trust Agreement (Exhibit
            3, Registration No. 2-28834).                                   *
  99(b)(2) --Copy of Trust Agreement amended as of January 1, 1976
            (Exhibit 2, Form 11-K Annual Report of the Thrift Plan of
            Tenneco Inc. for the fiscal year ended December 31, 1976).      *
  99(b)(3) --Copy of Amendment dated March 2, 1978, to Tenneco Inc.
            Thrift Plan Trust Agreement, amended as of January 1, 1976
            (Exhibit 1, Form 11-K Annual Report of the Thrift Plan of
            Tenneco Inc. for the fiscal year ended December 31, 1978).      *
  99(b)(4) --Copy of Amendment No. Two of Trust Agreement, dated March 6,
            1985, effective as of March 6, 1985 (Exhibit 28(b)(4),
            Registration No. 2-97420).                                      *
  99(c)    --Copy of Tenneco Inc. Thrift Plan Summary Plan Description
            (Exhibit 28(c), Registration No. 33-45345).                     *
- --------
* Incorporated by reference to a prior filing