[LETTERHEAD OF TENNECO APPEARS HERE]

                                                                   EXHIBIT 99(a)

June 19, 1996


Dear Shareowner:

     It has been three months since I last wrote to you about two significant 
strategic actions we had developed to continue building shareowner value and 
create a stronger company going forward -- a tax-free spinoff of Newport News 
Shipbuilding to Tenneco shareowners and the pursuit of several options for the 
separation of Tenneco Energy.

     I am pleased to report that we announced today a definitive agreement to 
merge Tenneco Energy with El Paso Energy Corporation. The total value of the 
transaction to Tenneco shareowners, estimated at $4 billion, represents the 
single largest financial and strategic event in the transformation this 
management team initiated nearly five years ago to create an industrial growth 
company with steadily increasing shareowner value.

     This transaction is clearly a "win-win" for El Paso Energy and its 
shareowners, as well as for Tenneco and our shareowners. It enables El Paso
Energy to create one of the nation's largest transportation systems for natural 
gas. The combined company will own the only U.S. pipeline system with coast to 
coast capabilities -- from Boston to Bakersfield, California -- and includes all
the major gas producing and consuming regions of the United States. El Paso 
Energy's management team, headed by its Chairman, President and CEO William A. 
Wise, has a demonstrated commitment to building shareowner value. El Paso's 
success in developing an innovative rate structure with customers under the new 
rules of Order 636 has been applauded by investors and other industry observers.
Since November 1995, the market value of El Paso Energy's common shares has 
risen by more than 30 percent.

     The purpose of this letter is to explain to you the important aspects of 
the transaction in some detail as well as to describe how we intend to divide 
the current assets of the Tenneco organization into three new corporate 
structures.

     At the time the transaction is completed, El Paso Energy will issue new 
equity valued at $750 million to Tenneco shareowners to effect a tax-free merger
with Tenneco Energy. El Paso will also assume $2.65 billion of Tenneco debt and 
preferred stock, plus an estimated $600 million of liabilities and other 
consideration of Tenneco. Bear in mind that the "old" Tenneco organization that 
will be merged with El Paso Energy will consist only of Tenneco Energy and 
certain Tenneco Inc. liabilities. The spinoff of Newport News Shipbuilding that 
we announced on March 21 will proceed as planned. A new corporation that will 
carry the Tenneco name, consisting of Tenneco Packaging, Tenneco Automotive and 
Tenneco Business Services, will be created as another spinoff.



 
     In addition to the $2.65 billion in Tenneco debt and preferred stock that 
will be assumed by El Paso Energy, Newport News Shipbuilding will retain some 
additional Tenneco debt when it is spun off to Tenneco shareowners. That will 
leave the "new" Tenneco with a debt-to-total capitalization ratio of below 30 
percent. We expect this to give us the ability to add as much as $3.0 billion in
additional debt as needed for acquisitions, investments and other strategic 
purposes.

     When each of the steps outlined here is completed, owners of existing 
Tenneco common shares will exchange those shares for equity in three companies: 
the "new" Tenneco (consisting of the packaging and automotive parts businesses);
El Paso Energy; and Newport News Shipbuilding. The ratio of El Paso Energy 
equity to be exchanged for each share of Tenneco common stock will be determined
when the merger of El Paso and Tenneco Energy is completed. The ratio will be 
based on the price of El Paso stock at that time.

     For perspective on the magnitude of Tenneco's progress to date, consider 
that just five years ago, Tenneco was a company in crisis. All our divisions 
were underperforming. Case Corporation alone, our largest division at the time, 
was losing $1 billion a year, including restructuring charges, and bleeding the 
company's cash. Consolidated debt was 80 percent of capital. The company's value
had reached a low of $3.9 billion.

     Since that time, we've recorded four consecutive years of substantial 
growth in earnings per share. We've paid off $6 billion of debt, and our 
industrial debt ratio hit 44% in the third quarter of last year, the lowest in a
decade. We are generating cash even as we invest $800 million a year in our 
businesses. We've repurchased $750 million of Tenneco stock.  We've increased 
the dividend 12.5 percent. Revenues from cyclical businesses have declined to 
less than a third of sales. In 1995 alone, we created $246 million of economic 
valued added. Tenneco's market value has grown to $9.3 billion, up over $5 
billion in a little over four years.

     The value we have unlocked for Tenneco shareowners from Case, Albright & 
Wilson and other redeployments to date total $5.5 billion. In addition, the 
agreement to merge Tenneco Energy with El Paso Energy carries a value of $4.0 
billion. Combined with the spinoff of Newport News, the aggregate value we will 
have unlocked for Tenneco shareowners in less than two years has been more than 
$10 billion!

     We will continue to build value and redeploy it into future growth 
opportunities in Tenneco Packaging and Tenneco Automotive. Packaging's 
acquisition of the specialty plastics business from Mobil Corporation for $1.27 
billion late in 1995 contributed $31 million in operating income in the first 
quarter this year. The German exhaust system manufacturer Gillet, acquired by 
Tenneco Automotive in 1994 -- a year Gillet lost $7 million -- earned $16 
million in its first year under Tenneco ownership and is on pace in 1996 to 
double last year's earnings.

                                       2


 
These acquisitions -- and others like them -- are further strengthening the 
credibility we have built as disciplined acquirers of businesses that complement
our core strengths.

     These businesses are bringing new revenues to the company that generate 
higher, less cyclical earnings. We expect to continue on this path -- building 
Packaging and Automotive into global market leaders.

     Our strategy is working. We have redirected the assets of your company to 
produce higher growth, higher margins, steady cash flows and more stable 
earnings. We will continue to invest in high-growth businesses and to apply the 
discipline of our cost reduction programs and management processes in our effort
to justify the confidence you have placed in this company with your investment 
dollars.

Sincerely,

[Signature of Dana Mead appears here]