Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

ICAHN CARL C

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/1/2020

3. Issuer Name and Ticker or Trading Symbol

TENNECO INC [TEN]

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., SUITE 4700

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10153

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

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)
Class A Common Stock	5651177	I	Please see footnotes ⁽¹⁾⁽²⁾⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common A Common Stock ⁽⁶⁾⁽⁷⁾	20718006 ⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	I	Please see footnotes ⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common A Common Stock ⁽⁶⁾⁽⁷⁾	3075663 ⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	I	Please see footnotes ⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Explanation of Responses:
(1)	Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of (i) 5,651,177 shares of Class A Common Stock and (ii) 20,718,006 shares of Class B Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton.
(2)	In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
(3)	By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock and Class B Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock and Class B Common Stock except to the extent of his or its pecuniary interest therein.
(4)	American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 3,075,663 shares of Class B Common Stock. Icahn Enterprises Holdings is the sole member of Icahn Building LLC ("Building"), which is the sole stockholder of AEP.
(5)	By virtue of their relationships to AEP, each of Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class B Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class B Common Stock except to the extent of his or its pecuniary interest therein.
(6)	The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock and has no expiration date. Pursuant to the terms of a Shareholders Agreement, dated October 1, 2018, among the issuer, AEP, Icahn Enterprises Holdings and Icahn Enterprises, if the separation of the issuer into two separate businesses and distribution of the equity interests in one such business to the issuer's stockholders (the "Spin-Off") has not occurred by April 1, 2020, Icahn Enterprises and its affiliates may convert their shares of Class B Common Stock into Class A Common Stock to the extent such conversion would not result in Icahn Enterprises and its affiliates owning, in the aggregate, more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion.
(7)	As the Spin-Off has not yet occurred, as of February 1, 2020, Icahn Enterprises and its affiliates have the right to acquire, within 60 days, shares of Class A Common Stock upon the conversion of Class B Common Stock, up to a number of shares of Class A Common Stock such that Icahn Enterprises and its affiliates will own no more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion.

Remarks:
This Form 3 is being filed solely to report the deemed beneficial ownership (pursuant to Rule 13d-3(d)(1)(i) under the of the Securities Exchange Act of 1934, as amended) by the filing persons of certain shares of Class A Common that may be acquired by the filing persons within 60 days upon the conversion of Class B Common Stock, and not as a result of any acquisition of shares of Class A Common Stock or Class B Common Stock by the filing persons.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK, NY 10153		X
ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601			Form filed by More than One Re
ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601			Form filed by More than One Re
BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601			Form filed by More than One Re

Signatures
CARL C. ICAHN /s/ Carl C. Icahn		2/3/2020
^**Signature of Reporting Person		Date
ICAHN ENTERPRISES HOLDINGS L.P., by Icahn Enterprises G.P. Inc., its general partner, /s/ SungHwan Cho, Chief Financial Officer		2/3/2020
^**Signature of Reporting Person		Date
ICAHN ENTERPRISES G.P. INC., /s/ SungHwan Cho, Chief Financial Officer		2/3/2020
^**Signature of Reporting Person		Date
BECKTON CORP., /s/ Edward E. Mattner, Authorized Signatory		2/3/2020
^**Signature of Reporting Person		Date