EXHIBIT 8



                        [LETTERHEAD OF JENNER & BLOCK]

                               November 18, 1996

Tenneco Inc.
1275 King Street
Greenwich, Connecticut 06831

Re:  Federal Income Tax Considerations
     ---------------------------------

Dear Ladies and Gentlemen:

          You have requested our opinion as to certain federal income tax
matters contained in the Prospectus Supplement dated November 12, 1996 (the
"Prospectus Supplement") pursuant to which Tenneco, Inc. ("Tenneco") is offering
6,000,000 shares of its 8 1/4% Cumulative Junior Preferred Stock, Series A.
Capitalized terms used herein and not otherwise defined have the meanings given
to them in the Prospectus Supplement.

          In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Prospectus and Prospectus Supplement, and
such other documents and representations of representatives of Tenneco as we
have deemed necessary or appropriate. In our examination we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents. We have also
assumed the transactions related to the Transaction, including the issuance of
the Series A Preferred Stock, will be consummated as described in the Prospectus
and Prospectus Supplement.

          In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended, proposed, temporary and final
Treasury Regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and other authorities as we
have considered relevant. We

 
Tenneco Inc.
November 18, 1996
Page 2


caution that statutes, regulations, judicial decisions and administrative 
interpretations are subject to change at any time and, in some circumstances, 
with retroactive effect.  A change in the authorities upon which our opinion is 
based could affect the conclusions stated herein.

     Based on the foregoing, we are of the opinion that the statements and legal
conclusions contained in the Prospectus Supplement under the captions "RECENT
TAX PROPOSALS" and "CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-
U.S. HOLDERS OF SERIES A PREFERRED STOCK" to the extent that they constitute
matters of law or legal conclusions, are correct in all material respects. In
addition, we consent to the reference to Jenner & Block in the Prospectus
Supplement under the caption "Legal Matters" and to the filing of the opinion as
an exhibit to the Current Report on Form 8-K. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission.

     Except as expressly set forth in the Prospectus or Prospectus Supplement, 
we express no opinion to any party as to the tax consequences, whether federal, 
state, local or foreign, of the Transaction or of any transaction related to the
Transaction.  This opinion is solely for your benefit and is not to be used, 
circulated, quoted or otherwise referred to for any purpose without our express 
prior written permission.

                                           
                                                 Very truly yours,

                                                 JENNER & BLOCK


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