Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Novas Paul D
   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)
Vice President
(Last)
(First)
(Middle)
500 NORTH FIELD DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/12/2013
(Street)

LAKE FOREST, IL 60045		 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 12/12/2013   M(1)   7,200 A $ 26.7 116,383 D  
Common Stock 12/12/2013   S(1)   7,200 D $ 55.6 (2) 109,183 D  
Common Stock               4,306 (3) D  
Common Stock               17,512 (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) $ 26.7 12/12/2013   M     7,200   (5) 01/15/2014 Common Stock 7,200 $ 0 (6) 0 D  
Stock Equivalent Units $ 0 (7) 12/13/2013   A(8)   7,460     (9)   (9) Common Stock 7,460 $ 55.49 110,863 (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Novas Paul D
500 NORTH FIELD DRIVE
LAKE FOREST, IL 60045		       Vice President  

Signatures

 /s/James D. Harrington, Attorney-in-fact for Paul D. Novas   12/16/2013
**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.
(2) The Common Stock reported herein as being sold were sold at a range of between $55.60 and $55.62 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 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 stock options exercised by the Reporting Person vested in three equal installments on January 16, 2008, January 16, 2009 and January 16, 2010.
(6) Reflects stock options granted pursuant to Rule 16b-3.
(7) 1-for-1
(8) Represents a Discretionary Transaction that is exempt from Section 16(b) pursuant to Rule 16b-3(f).
(9) Previously deferred compensation invested by the Reporting Person in Stock Equivalent Units under the Issuer's Incentive Deferral Plan. The deferred amount will be settled, at the Issuer's option, in cash or stock on 01/01/2025 or, if earlier, upon the Reporting Person's separation from service with the Issuer.
(10) The remaining deferred amount of Stock Equivalent Units will be settled, at the Issuer's option, in cash or stock as follows: 91,914 on 01/01/2023 and 11,489 on 01/01/2024 or, in each case if earlier, upon the Reporting Person's separation from service with the Issuer.

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