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                                                                  EXHIBIT 3.1(e)

           CERTIFICATE OF ELIMINATION OF THE SERIES A PARTICIPATING
                    JUNIOR PREFERRED STOCK OF TENNECO INC.



                          Pursuant to Section 151(g)
                        of the General Corporation Law
                           of the State of Delaware


        Tenneco Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), in accordance with the provisions of
Section 151(g) of the General Corporation Law of the State of Delaware, hereby
certifies as follows:

        1.  That, pursuant to Section 151 of the General Corporation Law of the
State of Delaware and authority granted in the Restated Certificate of
Incorporation of the Company, the Board of Directors of the Company, by
resolution duly adopted, authorized the issuance of a series of 3,500,000
shares of Series A Participating Junior Preferred Stock, par value $.01 per
share (the "Series A Preferred Stock"), and established the voting powers,
designations, preferences and relative, participating and other rights, and the
qualifications, limitations or restrictions thereof, of the shares of such
series and, on December 11, 1996, filed a Certificate of Designation with
respect to such Series A Preferred Stock in the office of the Secretary of
State of the State of Delaware.

        2.  That no shares of said Series A Preferred Stock are outstanding and
no shares thereof will be issued subject to said Certificate of Designation.

        3.  That the Board of Directors of the Company has adopted the
following resolutions:

                WHEREAS, by resolution of the Board of Directors of the
            Company and by a Certificate of Designation (the "Certificate of    
            Designation") filed in the office of the Secretary of State of the
            State of Delaware on December 11, 1996, this Company authorized the
            issuance of a series of 3,500,000 shares of Series A Participating
            Junior Preferred Stock, par value $.01 per share, of the Company
            (the "Series A Preferred Stock") and established the voting
            powers, designations, preferences and relative, participating and
            other rights, and the qualifications, limitations or restrictions
            thereof, of the shares of such series; and

                WHEREAS, as of the date hereof no shares of such Series A
            Preferred Stock are outstanding and no shares of

        


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            such Series A Preferred Stock will be issued subject to said
            Certificate of Designation; and     

                WHEREAS, it is desirable that all matters set forth in the
            Certificate of Designation with respect to such Series A Preferred  
            Stock be eliminated from the Restated Certificate of Incorporation
            of the Company;

                NOW, THEREFORE, BE IT AND IT HEREBY IS

                RESOLVED, that all matters set forth in the Certificate of 
            Designation with respect to such Series A Preferred Stock be 
            eliminated from the Restated Certificate of Incorporation of the
            Company; and it is further

                RESOLVED, that the officers of the Company be, and hereby are,
            authorized and directed to file a Certificate with the office of    
            the Secretary of State of the State of Delaware setting forth a
            copy of these resolutions whereupon all matters set forth in the
            Certificate of Designation with respect to such Series A Preferred
            Stock shall be eliminated from the Restated Certificate of
            Incorporation of the Company.

        4.  That, accordingly, all matters set forth in the Certificate of
Designation with respect to such Series A Preferred Stock be, and hereby are,
eliminated from the Restated Certificate of Incorporation of the Company.








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        IN WITNESS WHEREOF, Tenneco Inc. has caused this Certificate to be
signed by its duly authorized officer as of this 11th day of September, 1998.





                                    By: /s/ Karl A. Stewart
                                        ---------------------------
                                        Name: Karl A. Stewart
                                        Office: Vice President and Secretary











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