ITEM 8.01 OTHER EVENTS.

On January 17, 2013, Tenneco Inc. (the "Company") announced that its board of directors has approved a share repurchase program, authorizing the repurchase of up to 550,000 shares of the company's outstanding common stock over the next 12 months. The repurchase program is intended to offset dilution from shares of restricted stock and stock options that were issued in 2013 to employees under the Company's long-term compensation plan. The Company anticipates acquiring the shares through open market or privately negotiated transactions, which will be funded through cash from operations. The repurchase program does not obligate the Company to make repurchases at any specific time or situation. A copy of the press release announcing the share repurchase program is attached as Exhibit 99.1 to this report and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit
No. Description
99.1 Press release dated January 17, 2013

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