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 * 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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