EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated August 19, 1996 for the Businesses of Tenneco
Energy, included in the Current Report of Tenneco Inc. on Form 8-K dated
November 13, 1996, into the following Registration Statements previously filed
with the Securities and Exchange Commission:
Registration No. Form Securities Registered
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2-78521 S-8 Common Stock, par value $5 per share, of Tenneco
Inc. (formerly Tenneco Holdings, Inc.) ("Common
Stock") issuable under the 1981 Tenneco Inc. Key
Employee Stock Option Plan.
33-46579 S-8 5,000,000 shares of Common Stock of Tenneco Inc.
offered in connection with the Tenneco Inc. 1992
Employee Stock Purchase Plan.
33-61135 S-8 8,400,000 shares of Common Stock of Tenneco Inc.
offered in connection with the 1994 Tenneco Inc.
Stock Ownership Plan.
33-52595 S-3 1,000,000 shares of Common Stock of Tenneco Inc.
offered in connection with the Dividend
Reinvestment and Stock Purchase Plan, as amended
by Post-Effective Amendment No. 1 dated February
10, 1995 in which the Plan was made available to
investors as a direct purchase plan.
33-61133 S-8 Packaging Corporation of America 401(k) Savings
Plan, contributions thereunder and Common Stock
of Tenneco Inc. offered thereunder.
33-61129 S-8 Newport News Shipbuilding Savings (401(k)) Plan
for Union Eligible Employees, contributions
thereunder and Common Stock of Tenneco Inc.
offered thereunder.
33-61127 S-8 Tenneco Automotive Hourly Employees Savings Plan,
contributions thereunder and Common Stock of
Tenneco Inc. offered thereunder.
33-64797 S-3 $900,000,000 aggregate principal amount of Debt
Securities of Tenneco Inc. offered pursuant to
Rule 415 of the General Rules and Regulations
under the Securities Act of 1933, as amended (of
which $500,000,000 has been issued).
33-55622 S-3 2,800,000 shares of Common Stock of Tenneco Inc.
offered to the trustee of the Tenneco Inc.
General Employee Benefit Trust.
33-61137 S-8 Tenneco Inc. Thrift Plan, contributions
thereunder and Common Stock of Tenneco Inc.
offered thereunder.
333-2999 S-3 457,192 shares of Common Stock of Tenneco
Inc. issued in connection with a merger of MLP
Holdings, Inc., an indirect wholly-owned
subsidiary of Tenneco Inc.
Registration No. Form Securities Registered
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333-14009 S-3 $275,000,000 of Junior Preferred Stock of
Tenneco Inc. to be issued in connection with the
restructuring of Tenneco Inc.
333-15909 S-3 Additional $55,000,000 of Junior Preferred Stock
of Tenneco Inc. to be issued in connection with
the restructuring of Tenneco Inc.
Houston, Texas ARTHUR ANDERSEN LLP
November 13, 1996