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     REVERSE STOCK SPLIT PROPOSAL



          VOTES FOR                      VOTES AGAINST                    VOTES ABSTAIN
          ---------                      -------------                    -------------
                                                            
         138,533,392                       8,254,821                        1,175,919


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits. The exhibits filed with this report are listed on the Exhibit
Index following the signature page of this report, which is incorporated herein
by reference.

     (b) Reports on Form 8-K. Since the beginning of the third quarter of 1999,
Tenneco filed the following Current Reports on Form 8-K:

     - Form 8-K dated July 14, 1999, including pursuant to item 5 financial and
       other information that superseded comparable information included in
       Tenneco's Annual Report on From 10-K for the year ended December 31, 1998
       and Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
       (including the following financial statements: (1) Tenneco Inc. and
       consolidated subsidiaries financial statements for the three months ended
       March 31, 1999 and 1998; and (2) Tenneco Inc. and consolidated
       subsidiaries financial statements for the three years in the period ended
       December 31, 1998);

     - Form 8-K dated August 20, 1999, including pursuant to item 5 financial
       and other information that superseded comparable information included in
       Tenneco's Annual Report on Form 10-K for the year ended December 31,
       1998, Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
       Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and
       Current Report on Form 8-K dated July 14, 1999 (including the following
       financial statements: (1) Tenneco Inc. and consolidated subsidiaries
       financial statements for the three months ended March 31, 1999 and 1998;
       (2) Tenneco Inc. and consolidated subsidiaries financial statements for
       the three months and six months ended June 30, 1999 and 1998; and (3)
       Tenneco Inc. and consolidated subsidiaries financial statements for the
       three years in the period ended December 31, 1998);

     - Form 8-K dated September 27, 1999, including pursuant to item 5 certain
       information regarding the offering of senior subordinated notes by
       Tenneco;

     - Form 8-K dated October 4, 1999, as amended, including pursuant to item 5
       certain financial information;

     - Form 8-K dated October 4, 1999, including pursuant to item 5 certain
       information regarding Packaging;

     - Form 8-K dated October 7, 1999, including pursuant to item 5 certain
       financial information and certain information regarding the offering of
       senior subordinated notes by Tenneco;

     - Form 8-K dated October 12, 1999, including pursuant to item 5 certain
       information regarding the spin-off of Packaging and certain information
       regarding the offering of senior subordinated notes by Tenneco;

     - Form 8-K dated October 25, 1999, including pursuant to item 5 certain
       information regarding Tenneco's special stockholders' meeting held on
       October 25, 1999, certain information regarding Packaging and certain
       financial information; and

     - Form 8-K dated November 4, 1999, including pursuant to items 2 and 7
       financial and other information regarding the spin-off of Packaging
       (including an Unaudited Pro Forma Consolidated Balance Sheet of Tenneco
       at June 30, 1999 and Unaudited Pro Forma Consolidated Statements of
       Income for Tenneco for the six months ended June 30, 1999 and the year
       ended December 31, 1998).

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