1
                                                                  EXHIBIT 3.1(g)

                            CERTIFICATE OF AMENDMENT
                  TO THE RESTATED CERTIFICATE OF INCORPORATION
                                OF TENNECO INC.

      Tenneco Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby amend the Restated Certificate of Incorporation, as
amended, of the Corporation.

      The undersigned hereby certifies that this amendment to the Restated
Certificate of Incorporation, as amended, of the Corporation has been duly
adopted in accordance with Section 242 of the DGCL.

      Article FOURTH of the Corporation's current Restated Certificate of
Incorporation, as amended, is hereby amended to include the following text as
Subsection G to the FOURTH Article:

           "G. Upon this Certificate of Amendment to the Restated Certificate of
      Incorporation of the corporation becoming effective in accordance with the
      General Corporation Law of the State of Delaware (the "Effective Time"),
      each five (5) shares of Common Stock, par value $.01 per share, of the
      corporation ("Old Common Stock") issued immediately prior to the Effective
      Time shall be automatically reclassified as and converted into one (1)
      share of Common Stock par value $.01 per share, of the corporation ("New
      Common Stock").

           Notwithstanding the immediately preceding sentence, no fractional
      shares of New Common Stock shall be issued to the holders of record of Old
      Common Stock in connection with the foregoing reclassification of shares
      of Old Common Stock. In lieu thereof, the aggregate of all fractional
      shares otherwise issuable to the holders of record of Old Common Stock
      shall be issued to First Chicago Trust Company of New York, the transfer
      agent, as agent for the accounts of all holders of record of Old Common
      Stock otherwise entitled to have a fraction of a share issued to them. The
      sale of all of the fractional interests will be effected by the transfer
      agent as soon as practicable after the Effective Time on the basis of
      prevailing market prices of the New Common Stock on the New York Stock
      Exchange at the time of sale. After such sale and upon the surrender of
      the stockholders' stock certificates, the transfer agent will pay to such
      holders of record their pro rata share of the net proceeds derived from
      the sale of the fractional interests.

           Each stock certificate that, immediately prior to the Effective Time,
      represented shares of Old Common Stock shall, from and after the Effective
      Time, automatically and without the necessity of presenting the same for
      exchange, represent that number of whole shares of New Common Stock into
      which the shares of Old Common Stock represented by such certificate shall
      have been reclassified (as well as the right to receive cash in lieu of
      any fractional shares of New Common Stock), provided, however, that each
      holder of record of a certificate that represented shares of Old Common
      Stock shall receive, upon surrender of such certificate, a new certificate
      representing the number of whole shares of New Common Stock into which the
      shares of Old Common Stock represented by such certificate shall have been
      reclassified, as well as any cash in lieu of fractional shares of New
      Common Stock to which such holder may be entitled pursuant to the
      immediately preceding paragraph."

      This Certificate of Amendment, and the amendment effected hereby, shall
become effective at 7:58 a.m., Eastern Standard Time, on November 5, 1999.

                                       1

   2



      THE UNDERSIGNED, being the Vice President and Secretary of the
Corporation, for the purpose of amending the Restated Certificate of
Incorporation, as amended, of the Corporation pursuant to the DGCL, does make
this amendment to the Restated Certificate of Incorporation, as amended, of the
Corporation, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true and accordingly have hereunto set my hand as of
this 5th day of November, 1999.

                                      TENNECO INC

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



                                       2