Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRISSORA MARK P
  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)
Chairman, CEO and President
(Last)
(First)
(Middle)
500 NORTH FIELD DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2006
(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 02/16/2006   M(1)   108,333 A $ 8.56 143,176 D  
Common Stock 02/16/2006   M(1)   166,667 A $ 1.57 309,843 D  
Common Stock 02/16/2006   M(1)   125,000 A $ 3.77 434,843 D  
Common Stock 02/16/2006   S   400,000 D $ 21.76 34,843 D  
Common Stock               195,000 (2) D  
Common Stock               300 I By child of reporting person
Common Stock               12,016 (3) I By 401(K).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 8.56 02/16/2006   M(4)     108,333 11/05/2000 11/05/2009 Common Stock 108,333 (5) 16,667 D  
Employee Stock Option (Right to Buy) $ 8.56             11/05/2001 11/05/2009 Common Stock 125,000   125,000 D  
Employee Stock Option (Right to Buy) $ 8.56             11/05/2002 11/05/2009 Common Stock 125,000   125,000 D  
Employee Stock Option (Right to Buy) $ 1.57 02/16/2006   M(4)     83,333 12/05/2003 12/05/2011 Common Stock 83,333 (5) 0 D  
Employee Stock Option (Right to Buy) $ 1.57 02/16/2006   M(4)     83,334 12/05/2004 12/05/2011 Common Stock 83,334 (5) 0 D  
Employee Stock Option (Right to Buy) $ 3.77 02/16/2006   M(4)     41,666 01/21/2004 01/21/2013 Common Stock 41,666 (5) 0 D  
Employee Stock Option (Right to Buy) $ 3.77 02/16/2006   M(4)     41,667 01/21/2005 01/21/2013 Common Stock 41,667 (5) 0 D  
Employee Stock Option (Right to Buy) $ 3.77 02/16/2006   M(4)     41,667 01/21/2006 01/21/2013 Common Stock 41,667 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRISSORA MARK P
500 NORTH FIELD DRIVE
LAKE FOREST, IL 60045
  X     Chairman, CEO and President  

Signatures

 /s/ Timothy R. Donovan, Attorney-in-fact for Mark P. Frissora   02/16/2006
**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) Shares received upon exercise of Employee Stock Options.
(2) Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
(3) Reflects shares allocated to, and indirectly held by, Reporting Person under the Issuer's 401(k) Plan (the Plan Shares). The Plan Shares reported as beneficially owned by Reporting Person on his last Report may not equal the Plan Shares reported herein as being owned at the end of the period covered by this Report.
(4) Exercise of Employee Stock Options.
(5) Reflects stock options granted pursuant to Rule 16b-3.

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