<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997
REGISTRATION NO. 333-14003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 6719 76-0515284
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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<PAGE>
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 is being filed by Tenneco Inc. (formerly
known as New Tenneco Inc.) (the "Registrant") for the purpose of removing from
registration under the Securities Act of 1933, as amended, $310,000 principal
amount of the Registrant's 6.70% Notes due December 15, 2005; $23,206,000
principal amount of the Registrant's 7.45% Debentures due December 15, 2025;
$11,755,000 principal amount of the Registrant's 8.075% Notes due October 1,
2002; $3,183,000 principal amount of the Registrant's 8.20% Notes due November
15, 1999; $1,149,000 principal amount of the Registrant's 9.20% Debentures due
November 15, 2012; $24,161,000 principal amount of the Registrant's 10.075%
Notes due February 1, 2001; and $26,388,000 principal amount of the
Registrant's 10.20% Debentures due March 15, 2008 (collectively, the
"Securities"). Of the Securities originally registered under the Registration
Statement, $1,859,848,000 aggregate principal amount were issued in exchange
for a like amount of certain notes and debentures of El Paso Tennessee
Pipeline Co. (formerly known as Tenneco Inc.) in the manner described therein.
Accordingly, the Registration Statement is hereby amended to remove from
registration $90,152,000 of the $1,950,000,000 aggregate principal amount of
the Securities (in the amounts and types identified above), originally covered
by the Registration Statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF GREENWICH, STATE OF CONNECTICUT, ON THE 19TH DAY OF
MAY, 1997.
TENNECO INC.
/s/ Dana G. Mead
BY:__________________________________
Dana G. Mead
Chairman
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dana G. Mead Principal Executive Officer May 19, 1997
____________________________________ and Director
Dana G. Mead
/s/ Robert T. Blakely Principal Financial and May 19, 1997
____________________________________ Accounting Officer
Robert T. Blakely
</TABLE>
Mark Andrews, W. Michael Directors May 19, 1997
Blumenthal, M. Kathryn
Eickoff, Peter T. Flawn, Henry
U. Harris, Jr., Belton K.
Johnson, John B. McCoy, Sir
David Plastow, William L.
Weiss, Clifton R. Wharton, Jr.
/s/ Theodore R. Tetzlaff
BY:____________________________
Attorney-in-fact
