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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JACKSON TIMOTHY E 		2. Issuer Name and Ticker or Trading Symbol

TENNECO INC [ TEN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr VP & Ch. Technology Officer
(Last)          (First)          (Middle)

500 NORTH FIELD DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2012
(Street)

LAKE FOREST, IL 60045
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/13/2012     M (1)    15000   A $3.77   102337   D    
Common Stock   3/13/2012     M (1)    2500   A $21.19   104837   D    
Common Stock   3/13/2012     S (1)    17500   D $38.78   (2) 87337   D    
Common Stock                  8231   (3) D    
Common Stock                  4326   (4) I   By 401(K)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 Options (Right to Buy)   $3.77   3/13/2012     M         15000      (5) 1/20/2013   Common Stock   15000     (7) 15000   D    
Employee Stock Options (Right to Buy)   $21.19   3/13/2012     M         2500      (6) 1/15/2013   Common Stock   2500     (7) 2500   D    

Explanation of Responses:
( 1)  Reflects cashless exercise of stock options which were granted pursuant to Rule 16b-3.
( 2)  The Common Stock reported herein as being sold were sold at a range of between $38.70 and $38.82 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.
( 3)  Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
( 4)  Reflects shares allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan.
( 5)  The options vested in three equal installments on January 21, 2004, January 21, 2005 and January 21, 2006.
( 6)  The options vested in three equal installments on January 16, 2007, January 16, 2008 and January 16, 2009.
( 7)  Reflects stock options granted pursuant to Rule 16b-3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JACKSON TIMOTHY E
500 NORTH FIELD DRIVE
LAKE FOREST, IL 60045

Sr VP & Ch. Technology Officer

Signatures
/s/James D. Harrington, Attorney-in-fact for Timothy E. Jackson 3/15/2012
** Signature of Reporting Person Date


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