[TENNECO INC. LETTERHEAD]
May 29, 2008
VIA FAX (202) 772-9202
AND EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Julie Bell
Re: Tenneco Inc.
Registration Statement on Form S-4
Filed May 14, 2008
File No. 333-150909
Ladies and Gentlemen:
Tenneco Inc. (the "Company") has filed Registration Statement No.
333-150909 in connection with its contemplated offer (the "Exchange Offer") of
up to $250,000,000 in aggregate principal amount of the Company's 8-1/8% Senior
Notes due 2015, Series B (the "Exchange Securities") in exchange for and in
replacement of the Company's outstanding 8-1/8% Senior Notes due 2015, Series A
(the "Initial Securities"). The Company is registering the Exchange Offer in
reliance on the position enunciated by the Securities and Exchange Commission
(the "Commission") in Exxon Capital Holdings Corp., SEC No-Action Letter (April
13, 1988), Morgan Stanley & Co, Inc., SEC No-Action Letter (June 5, 1991), and
Shearman & Sterling, SEC No-Action Letter (July 2, 1993).
In connection therewith, the Company has not entered into any
arrangement or understanding with any person to distribute the Exchange
Securities and to the best of the Company's information and belief, each person
participating in the Exchange Offer is acquiring the Exchange Securities in its
ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the Exchange Securities. In this
regard, the Company will make each person participating in the Exchange Offer
aware (through the Exchange Offer prospectus) that any security holder using the
Exchange Offer to participate in a distribution of the Exchange Securities (1)
cannot rely on the Commission's position enunciated in Exxon Capital Holdings
Corp., SEC No-Action Letter (April 13, 1988), or similar interpretive letters,
and (2) must comply with registration and prospectus delivery requirements of
the Securities Act of 1933, as amended (the "Securities Act"), in connection
with a secondary resale transaction. The Company acknowledges that such a
secondary resale transaction should be covered by an effective registration
statement containing the selling securityholder information required by Item 507
of Regulation S-K.
The Company will make each person participating in the Exchange Offer
aware (through the Exchange Offer prospectus) that any broker-dealer who holds
the Company's Initial Securities acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange
Securities in exchange for such Initial Securities pursuant to the Exchange
Offer, may be a statutory underwriter and must deliver a prospectus (which may
be the prospectus for the Exchange Offer so long as it contains a plan of
distribution with respect to resale transactions, without naming such
broker-dealer or the amount of Exchange Securities held by such broker-dealer)
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Securities. The Company will include in the transmittal letter or
similar documentation to be executed by an exchange offeree in order
to participate in the Exchange Offer a provision to the effect that if an
exchange offeree is a broker-dealer holding Initial Securities acquired for its
own account as a result of market-making activities or other trading activities,
such exchange offeree acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of Exchange
Securities received in respect of such Initial Securities pursuant to the
Exchange Offer. The transmittal letter or similar documentation also includes a
statement to the effect that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
Pursuant to Rule 461 promulgated under the Securities Act, the Company
hereby requests that the effective date of the Company's Registration Statement,
on Form S-4 (File No. 333-150909), be accelerated so that the Registration
Statement will be declared effective at 12:00 p.m., Eastern Time, on June 2,
2008, or as soon as practical thereafter as previously orally requested.
In connection with the foregoing acceleration request of the Registration
Statement, the Company hereby acknowledges:
- Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
- The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of
the disclosure in the filing;
- The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States; and
- The Company is aware of its obligations under the Securities Act and
the Securities Exchange Act of 1934, as amended, as they relate to the
proposed public offering of the securities specified in the
Registration Statement.
If you have any questions or comments, please do not hesitate to contact
Jodi Simala at (312) 701-7920 or Christian Fabian at (312) 701-8573.
Thank you for your attention to this matter.
Very truly yours,
TENNECO INC.
By: /s/ David A. Wardell
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Name: David A. Wardell
Title: Senior Vice President, General
Counsel and Corporate Secretary
cc: Jodi A. Simala
Christian W. Fabian
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