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 * Fornos Josep   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) Executive Vice President (Last) (First) (Middle) AVENUE DU BOURGET 50 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2014 (Street) BRUSSELS, C9 1130 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 12/23/2014   M(1)   11,769 A $ 19.48 52,747 D   Common Stock 12/23/2014   M(1)   961 A $ 22.58 53,708 D   Common Stock 12/23/2014   M(1)   12,588 A $ 29.83 66,296 D   Common Stock 12/23/2014   S(1)   25,318 D $ 57.06 (2) 40,978 D   Common Stock 12/23/2014   S(3)   11,291 D $ 57 29,687 D   Common Stock               13,762 (4) I By: 401(K)

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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 Options (Right to Buy)

$ 19.48

12/23/2014

M(1)

11,769

(5)

01/14/2017

Common Stock

11,769

(6)

0

D

Employee Stock Options (Right to Buy)

$ 22.58

12/23/2014

M(1)

961

(7)

07/12/2017

Common Stock

961

(6)

0

D

Employee Stock Options (Right to Buy)

$ 29.83

12/23/2014

M(1)

12,588

(8)

01/17/2019

Common Stock

12,588

(6)

6,293

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fornos Josep AVENUE DU BOURGET 50 BRUSSELS, C9 1130			Executive Vice President

Signatures

/s/James D. Harrington, Attorney-in-fact for Josep Fornos		12/29/2014
**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)	Reflects cashless exercise of stock options which were granted pursuant to Rule 16b-3. The transaction was effected pursuant to a plan adopted under Rule 10b5-1.
(2)	The Common Stock sold by the Reporting Person and reported herein were sold at a range of between $57.00 and $57.23 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)	The transaction was effected pursuant to a plan adopted under Rule 10b5-1.
(4)	Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
(5)	The stock options exercised by the Reporting Person vested in three equal installments on January 15, 2011, January 15, 2012 and January 15, 2013.
(6)	Reflects stock options granted pursuant to Rule 16b-3.
(7)	The stock options exercised by the Reporting Person vested in three equal installments on July 13, 2011, July 13, 2012 and July 13, 2013.
(8)	The stock options exercised by the Reporting Person vested in two equal installments on January 18, 2013 and January 18, 2014. The remaining one-third of the original grant will vest on January 18, 2015.

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