UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K

Current Report

Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): May 3, 2011 (May 3, 2011)

TENNECO INC.
(Exact Name of Registrant as Specified in Charter)


Delaware

1-12387

76-0515284

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

 

(I.R.S. Employer
Identification No.)


500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS 60045
(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code: (847) 482-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition

          On May 3, 2011, Tenneco Inc. announced its first quarter 2011 results of operations.  Exhibit 99.1 to this Current Report on Form 8-K presents the company’s press release, including the company’s consolidated statements of income, balance sheets and statements of cash flows for the periods ended March 31, 2010 and 2011, as released by the company on May 3, 2011, and such Exhibit is incorporated herein by reference.  Exhibit 99.1 also includes information regarding (a) the company’s scheduled conference call to discuss the company’s results of operations for the first quarter of 2011 and other matters that may impact the company’s outlook and (b) the company’s annual meeting of shareholders to be held on Wednesday May 18, 2011.  

Item 9.01 Financial Statements and Exhibits

Exhibit No.

 

Description

 
99.1 Press release issued May 3, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TENNECO INC.

 

 
Date:

May 3, 2011

By:

/s/ Kenneth R. Trammell

Kenneth R. Trammell

Executive Vice President

and Chief Financial Officer