Sec Form 4 Filing - FRISSORA MARK P @ TENNECO INC - 2006-07-18

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 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 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 (MM/DD/YY) 07/18/2006 (Street) LAKE FOREST, IL60045 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/18/2006 M( 1 ) 266,667 A $ 8.56 301,510 D Common Stock 07/18/2006 M( 1 ) 50,000 A $ 8.68 351,510 D Common Stock 07/18/2006 M( 1 ) 25,000 A $ 16 376,510 D Common Stock 07/18/2006 F( 2 ) 78,297 D $ 21.77 298,213 D Common Stock 07/19/2006 D 195,000 ( 3 ) D $ 0 0 D Common Stock 300 I By child of reporting person Common Stock 12,961 ( 4 ) I By 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 07/18/2006 M( 5 ) 16,667 11/05/2000 11/05/2009 Common Stock 16,667 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 8.56 07/18/2006 M( 5 ) 125,000 11/05/2001 11/05/2009 Common Stock 125,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 8.56 07/18/2006 M( 5 ) 125,000 11/05/2002 11/05/2009 Common Stock 125,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 8.68 07/18/2006 M( 5 ) 25,000 01/20/2005 01/20/2014 Common Stock 25,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 8.68 07/18/2006 M( 5 ) 25,000 01/20/2006 01/20/2014 Common Stock 25,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 8.68 07/19/2006 D( 7 ) 25,000 01/20/2007 01/20/2014 Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 16 07/18/2006 M( 5 ) 25,000 01/14/2006 01/14/2012 Common Stock 25,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 16 07/19/2006 D( 7 ) 25,000 01/14/2007 01/14/2012 Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 16 07/19/2006 D( 7 ) 25,000 01/14/2008 01/14/2012 Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.19 07/19/2006 D( 7 ) 23,333 01/16/2007 01/16/2013 Common Stock 23,333 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.19 07/19/2006 D( 7 ) 23,333 01/16/2008 01/16/2013 Common Stock 23,333 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.19 07/19/2006 D( 7 ) 23,333 01/16/2009 01/16/2013 Common Stock 23,333 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRISSORA MARK P 500 NORTH FIELD DRIVE LAKE FOREST, IL60045 X Chairman, CEO and President Signatures /s/Timothy R. Donovan, Attorney-in-fact for Mark P. Frissoa 07/20/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares received upon exercise of Employee Stock Options. ( 2 )Reflects disposition of shares to the Issuer in form of share withholding to satisfy tax obligation in connection with the exercise of Employee Stock Options. ( 3 )Reflects forfeiture of restricted stock granted to the Reporting Person pursuant to Rule 16b-3. ( 4 )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. ( 5 )Exercise of Employee Stock Option. ( 6 )Reflects stock options granted pursuant to Rule 16b-3. ( 7 )Reflects forfeiture of stock options granted pursuant to Rule 16b-3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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