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                                                                    Exhibit 99.1


                    Media Contact: Neil Geary (203) 863-1073

                      TENNECO INC. ADOPTS QUALIFIED OFFER
                       RIGHTS PLAN AND DECLARES DIVIDEND
                        DISTRIBUTION OF PREFERRED STOCK
                                PURCHASE RIGHTS

GREENWICH, Conn., September 9, 1998 - Tenneco announced today that its Board of
Directors adopted a new "qualified offer" rights plan and established an
independent Board committee to review the plan every three years.

"With its 'qualified offer' provisions, the plan adopted today is significantly
different from Tenneco's former plan," said Dana G. Mead, Tenneco chairman and
chief executive officer. "Under this new plan, the rights will not become
exercisable in connection with a 'qualified offer,' which is an all-cash tender
offer for all outstanding common stock that is fully financed, remains open for
a period of at least 60 business days, assures a prompt second-step acquisition
of shares not purchased in the initial offer at the same price as the initial
offer, and meets certain minimum tender and other requirements. Additionally,
the Board established a 'TIDE' (Three-Year Independent Director Evaluation)
mechanism under which an independent Board committee will review the plan every
three years and, if it deems it appropriate, recommend that the full Board
modify or terminate the plan."

Under the new plan, if a person becomes the beneficial owner of 20 percent or
more of the outstanding common stock of the company, other than pursuant to a
"qualified offer" or under certain other limited circumstances, each right will
entitle its holder to purchase, at the right's exercise price, a number of      
shares of common stock having a market value of twice the right's exercise
price. Rights held by the 20 percent holder will become void and will not be so
exercisable. If the company is acquired in a merger or other business
combination transaction after a person becomes the beneficial owner of 20
percent or more of the company's common stock, each right will entitle its
holder to purchase, at the right's then-current exercise price, a
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number of the acquiring company's common shares having a market value at that
time of twice the right's exercise price.

Mead added that, "the rights are not being distributed in response to any
specific effort to acquire the company.  The rights are designed to assure that
all shareowners of the company receive fair and equal treatment in the event of
any proposed takeover of the company and to guard against two-tier or partial
tender offers, open market accumulations and other tactics designed to gain
control of the company without paying all shareowners a full and fair price.
The rights are designed to deal with the possibility of unilateral actions by
hostile acquirors that could deprive the Board of Directors and shareowners of
their ability to determine the destiny of the company and obtain the highest
price for their common stock."


In connection with adopting the plan, the Board also declared a dividend
distribution of one preferred share purchase right on each outstanding share of
its common stock. Each right will entitle shareowners to buy one one-thousandth
of a share of newly created Series B Junior Participating Preferred Stock of
the company at an exercise price of $130.00.  The dividend distribution will be
payable to shareowners of record as of the close of business on September 21,
1998.

The rights will expire in 10 years, unless sooner terminated.  The rights
distribution is not taxable to shareowners.  Details of the rights plan are
outlined in a letter from Mead, which will be mailed to all shareowners.

Tenneco is an $8 billion global manufacturing company headquartered in  
Greenwich, Conn., with 50,000 employees worldwide.  Tenneco Automotive is one
of the world's largest producers and marketers of ride control and exhaust      
systems and products, which are sold under the Monroe(R) and Walter(R) global
brand names. Among its products are Sensa-Trac(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax performance
exhaust products, and Monroe(R) Clevite(TM) vibration control components. 
Tenneco Packaging is among the world's leading and most diversified packaging
companies.  Among its products are Hefty(R) trash bags, Hefty OneZip(R) and
Baggies(R) food storage bags, E-Z Foil(R) single-use aluminum cookware and
Hexacomb(R) paper honeycomb products.