Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Pomaranski Joseph A.
2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2014
3. Issuer Name and Ticker or Trading Symbol
TENNECO INC [TEN]
(Last)
(First)
(Middle)
1 INTERNATIONAL DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP & Genl Mgr-Global*
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MONROE, MI 48161
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 24,745
D
 
Common Stock 1,027 (1)
D
 
Common Stock 1,772 (2)
D
 
Common Stock 1,140 (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Acquire)   (4) 01/14/2015 Common Stock 4,400 $ 23.75 D  
Employee Stock Options (Right to Acquire)   (4) 01/21/2016 Common Stock 8,080 $ 1.99 D  
Employee Stock Options (Right to Acquire)   (4) 01/14/2017 Common Stock 7,596 $ 19.48 D  
Employee Stock Options (Right to Acquire)   (4) 01/18/2018 Common Stock 3,654 $ 45.42 D  
Employee Stock Options (Right to Acquire)   (5) 01/17/2019 Common Stock 4,981 $ 29.83 D  
Employee Stock Options (Right to Acquire)   (6) 01/15/2020 Common Stock 4,584 $ 36.29 D  
Employee Stock Options (Right to Acquire)   (7) 01/14/2021 Common Stock 2,859 $ 56.23 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pomaranski Joseph A.
1 INTERNATIONAL DRIVE
MONROE, MI 48161
      Sr VP & Genl Mgr-Global*  

Signatures

/s/James D. Harrington, Attorney-in-Fact 11/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 grant of restricted stock to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The restricted stock reflected above becomes vested on January 18, 2015.
(2) Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The restricted stock reflected above becomes vested in equal installments on January 16, 2015 and January 16, 2016.
(3) Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. On the grant date, 531 shares vested and were disposed to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restricted stock. 26 shares become vested on January 15, 2015, 557 shares become vested on January 15, 2016 and 557 shares become vested on January 15, 2017.
(4) Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vested on each of the first three anniversaries of the grant date. All of the stock options have become vested.
(5) Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 18, 2013, the second installment vested on January 18, 2014 and the third installment becomes vested on January 18, 2015.
(6) Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 16, 2014, the second installment becomes vested on January 16, 2015 and the third installment becomes vested on January 16, 2016.
(7) Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The first installment becomes vested on January 15, 2015, the second installment becomes vested on January 15, 2016 and the third installment becomes vested on January 15, 2017.
 
Remarks:
*Aftermarket

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.