TENNECO INC /DE/
S-3/A, 1996-01-25
FARM MACHINERY & EQUIPMENT
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   <PAGE>

      
   As filed with the Securities and Exchange Commission on January 25, 1996     
                                                      
                                                  Registration No. 33-55720     



   _________________________________________________________________________



                                
                         SECURITIES AND EXCHANGE COMMISSION     
                                      
                               Washington, D. C. 20549     




                                     ________________


                                                              
                            POST-EFFECTIVE AMENDMENT NO. 1 
    
   

                                          
    
      
                                         to     

                                                   
                                      FORM S-3     
                                                          
                               REGISTRATION STATEMENT     
                                                
                                         of     
                                                     
                                    TENNECO INC.     
                    
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)     


   ________________________________________________________________________<PAGE>
<PAGE>





   <PAGE>

                                        
                                   DEREGISTRATION     

         
      The Registrant, Tenneco Inc., hereby removes from registration all
securities registered hereunder which remain unsold as of the date hereof.     <PAGE>





   <PAGE>


                                        SIGNATURES
       
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-3 and has duly caused this Registration
  Statement or Amendment to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Houston, State of Texas, on the
  25th day of January, 1996.     

                                                      
                                                   TENNECO INC.     

                                                               
                                                   By    DANA G. MEAD       
                                                         
                                                  Dana G. Mead, Chairman and
                                                  Chief Executive Officer    
    


         Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement or Amendment has been signed below by the following 
   persons in the capacities and on the dates indicated.

   <TABLE>   
   <CAPTION>
             Signature                          Title                      DATE

   <S>                           <C>                     <C>               

   DANA G. MEAD                  Principal Executive     January 25, 1996
   Dana G. Mead                  Officer and Director



   ROBERT T. BLAKELY             Principal Financial     January 25, 1996
   Robert T. Blakely             and Accounting
                                       Officer


   Mark Andrews, W. Michael            Directors
     Blumenthal, M. Kathryn 
     Eickhoff, Peter T. Flawn,
     Henry U. Harris, Jr.,
     Belton K. Johnson, John B.
     McCoy, Joseph J. Sisco,
     William L. Weiss, Clifton
     R. Wharton, Jr.<PAGE>





   By    M. W. MEYER                                           January 25, 1996
         Attorney-in-fact    
   </TABLE>    <PAGE>


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