FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * NAIR HARI N   2. Issuer Name and Ticker or Trading Symbol TENNECO INC [TEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. VP and Pres. - Int'l (Last) (First) (Middle) 500 N. FIELD DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 09/01/2010 (Street) LAKE FOREST, IL 60045 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/01/2010   M(1)   20,000 A $ 3.19 80,358 D   Common Stock 09/01/2010   S(1)   20,000 D $ 27 60,358 D   Common Stock 09/01/2010   M(1)   25,000 A $ 3.37 85,358 D   Common Stock 09/01/2010   S(1)   25,000 D $ 27 60,358 D   Common Stock               54,145 (2) D   Common Stock               4,119 (3) I By 401(K)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 3.19

09/01/2010

M

20,000

01/02/2004

01/02/2011

Common Stock

20,000

(4)

0

D

Employee Stock Option (Right to Buy)

$ 3.37

09/01/2010

M

25,000

07/02/2004

07/02/2011

Common Stock

25,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NAIR HARI N 500 N. FIELD DRIVE LAKE FOREST, IL 60045	X		Exec. VP and Pres. - Int'l

Signatures

/s/James D. Harrington, Attorney-in-fact for Hari N. Nair		09/01/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects cashless exercise of stock options pursuant to Rule 16b-3.
(2)	Reflects restricted stock granted the Reporting Person pursuant to Rule 16b-3.
(3)	Reflects shares allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan.
(4)	Reflects stock options granted pursuant to Rule 16b-3.

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