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                                                                  EXHIBIT 3.1(h)


                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                       TENNECO AUTOMOTIVE MERGER SUB INC.

                                 WITH AND INTO

                                  TENNECO INC.

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                         Pursuant to Section 253 of the
              General Corporation of Law of the State of Delaware

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      TENNECO INC., a Delaware corporation (the "Company"), does hereby certify
to the following facts relating to the merger (the "Merger") of TENNECO
AUTOMOTIVE MERGER SUB INC., a Delaware corporation (the "Subsidiary"), with and
into the Company, with the Company remaining as the surviving corporation:

      FIRST: The Company is incorporated pursuant to the General Corporation Law
of the State of Delaware (the "DGCL"). The Subsidiary is incorporated pursuant
to the DGCL.

      SECOND: The Company owns all of the outstanding shares of each class of
capital stock of the Subsidiary.

      THIRD: The Board of Directors of the Company, by the following resolutions
duly adopted on October 12, 1999, determined to merge the Subsidiary with and
into the Company pursuant to Section 253 of the DGCL:



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      WHEREAS, the Company owns all of the outstanding shares of the capital
stock of Tenneco Automotive Merger Sub Inc. ("Subsidiary"); and

      WHEREAS, the Board of Directors of the Company has deemed it advisable
that the Subsidiary be merged with and into the Company pursuant to Section 253
of the General Corporation Law of the State of Delaware;

      NOW, THEREFORE, BE IT AND IT HEREBY IS

      RESOLVED, that the Subsidiary be merged with and into the Company (the
"Merger"); and it is further

      RESOLVED, that by virtue of the Merger and without any action on the part
of the holder thereof, each then outstanding share of common stock of the
Company shall remain unchanged and continue to remain outstanding as one share
of common stock of the Company, held by the person who was the holder of such
share of common stock of the Company immediately prior to the Merger; and it is
further

      RESOLVED, that by virtue of the Merger and without any action on the part
of the holder thereof, each then outstanding share of common stock of the
Subsidiary shall be canceled and no consideration shall be issued in respect
thereof; and it is further

      RESOLVED, that pursuant to and at the effective time of the Merger, the
name of the Company shall be changed to "Tenneco Automotive Inc." by deleting
Article First of the Certificate of Incorporation of the Company and inserting
in lieu thereof a new Article First to read as follows:

      FIRST: The name of the corporation is Tenneco Automotive Inc.

      RESOLVED, that the proper officers of the Company be and they hereby are
authorized and directed to make, execute and acknowledge, in the name and under
the corporate seal of the Company, a certificate of ownership and merger for the
purpose of effecting the Merger and to file the same in the office of the
Secretary of State of the State of Delaware, and to do all other acts and things
that may be necessary to


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      carry out and affectuate the purpose and intent of the resolutions
      relating to the Merger.

      FOURTH: The Company shall be the surviving corporation of the Merger. The
name of the surviving corporation shall be amended in the Merger to be "Tenneco
Automotive Inc."

      FIFTH: The restated certificate of incorporation of the Company as in
effect immediately prior to the effective time of the Merger shall be amended by
deleting Article First and inserting in lieu thereof a new Article First to read
"FIRST: The name of the corporation is Tenneco Automotive Inc.", and, as so
amended, shall be the restated certificate of incorporation of the surviving
corporation.


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      IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership
and Merger to be executed by its duly authorized officer this 5th day of
November, 1999.


                                           TENNECO INC.

                                           By: /s/ Mark P. Frissora
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                                               Mark P. Frissora
                                               Chief Executive Officer


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