<PAGE>
   ________________________________________________________________________
   ________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                 _______________

                                    FORM 10-Q


   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

   For the quarterly period ended September 30, 1995

                                       OR

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

   For the transition period from ___________________ to __________________

                          Commission File Number 1-4101
                                 _______________


                         TENNESSEE GAS PIPELINE COMPANY
             (Exact name of registrant as specified in its charter)

        Delaware                               74-1056569       
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)        Identification No.)      

       Tenneco Building, Houston, Texas                     77002          
     (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code:  (713) 757-2131

                                 _______________


     Indicate by check mark whether the registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12 months (or for such
   shorter period that the registrant was required to file such reports)
   and (2) has been subject to such filing requirements for the past 90
   days.  YES [X]  NO [ ]

     Indicate the number of shares outstanding of each of the issuer's
   classes of common stock as of the latest practicable date.  Common
   Stock, par value $5 per share, 200 shares as of September 30, 1995.

     TENNESSEE GAS PIPELINE COMPANY MEETS THE CONDITIONS OF GENERAL
   INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS
   REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH
   INSTRUCTION.<PAGE>



   ______________________________________________________________________
   ______________________________________________________________________<PAGE>



   <PAGE>
                              TABLE OF CONTENTS
   <TABLE>
   <CAPTION>
                                                                    Page
   <S>                                                              <C>
   Part I--Financial Information
     Tennessee Gas Pipeline Company and Consolidated
      Subsidiaries--
      Statements of Income.......................................     2
      Statements of Cash Flows...................................     3
      Balance Sheets.............................................     4
      Statements of Changes in Shareowner's Equity...............     6
      Notes to Financial Statements..............................     7
      Management's Discussion and Analysis of Financial
       Condition and Results of Operations.......................    14

   Part II--Other Information
     Item 1. Legal Proceedings....................................   21
     Item 2. Changes in Securities................................   *
     Item 3. Defaults Upon Senior Securities......................   *
     Item 4. Submission of Matters to a Vote of Security
              Holders.............................................   *
     Item 5. Other Information....................................   *
     Item 6. Exhibits and Reports on Form 8-K.....................   22
   </TABLE>
   __________

   *  No response to this item is included herein for the reason that it
      is inapplicable or the answer to such item is negative.



























                                      1<PAGE>



   <PAGE>
                                    PART I--FINANCIAL INFORMATION

                                   TENNESSEE GAS PIPELINE COMPANY
                                    AND CONSOLIDATED SUBSIDIARIES

                                        STATEMENTS OF INCOME

                                             (Unaudited)
   <TABLE>
   <CAPTION>
                                                                      (Millions)
                                                     Three Months Ended      Nine Months Ended
                                                        September 30,           September 30,  
                                                      1995        1994        1995        1994 
   <S>                                               <C>         <C>         <C>         <C>
   Revenues:
     Net sales and operating revenues--
       Natural gas pipelines......................   $  427      $  549      $1,364      $1,847
       Automotive parts...........................      586         478       1,823       1,416
       Packaging..................................      665         562       1,983       1,580
       Shipbuilding...............................      445         424       1,290       1,291
       Farm and construction equipment............        -           -           -         518
       Other......................................       (2)         (2)         (6)         (6)
                                                      2,121       2,011       6,454       6,646
     Other income--
       Interest income--
         Affiliated companies.....................       91          80         271         176
         Other....................................        9          11          36          27
       Gain (loss) on sale of businesses and
        assets, net...............................      (71)         12         (64)         (8)
       Other income, net..........................       18          13          82          29
                                                      2,168       2,127       6,779       6,870
   Costs and Expenses:
     Cost of sales (exclusive of depreciation
      shown below)................................    1,293       1,111       3,820       3,753
     Operating expenses...........................      277         435         963       1,489
     Selling, general and administrative..........      175         141         531         484
     Finance charges of Tennessee's finance
      subsidiaries................................        -           -           -           8
     Depreciation, depletion and amortization.....      112          64         321         220
                                                      1,857       1,751       5,635       5,954
   Income Before Interest Expense, Income Taxes
    and Minority Interest.........................      311         376       1,144         916
   Interest Expense (net of interest capitalized):
     Affiliated companies.........................       41          29         112          74
     Other........................................       27          37         100         125
                                                         68          66         212         199
   Income Before Income Taxes and Minority
    Interest......................................      243         310         932         717
   Income Tax Expense.............................       90          94         370         282

   Income Before Minority Interest................      153         216         562         435
   Minority Interest..............................        8           -          26           -

   Income From Continuing Operations..............      145         216         536         435
   Income From Discontinued Operations, Net of
    Income Tax....................................        -           7           -           5

   Income Before Cumulative Effect of Change in<PAGE>



    Accounting Principle..........................      145         223         536         440
   Cumulative Effect of Change in Accounting
    Principle, Net of Income Tax..................        -           -           -         (13)
   Net Income.....................................   $  145      $  223      $  536      $  427
   </TABLE>

                       (The accompanying notes to financial statements are an 
                            integral part of these statements of income.)

                                                  2<PAGE>
   <PAGE>
                                   TENNESSEE GAS PIPELINE COMPANY
                                    AND CONSOLIDATED SUBSIDIARIES

                                      STATEMENTS OF CASH FLOWS

                                             (Unaudited)
   <TABLE>
   <CAPTION>
                                                                                  (Millions)
                                                                              Nine Months Ended
                                                                                September 30,  
                                                                               1995       1994 
   <S>                                                                        <C>        <C>
   Cash Flows from Operating Activities:
     Income from continuing operations.....................................   $  536     $  435
     Adjustments to reconcile income from continuing operations to cash
      provided (used) by continuing operations--
       Depreciation, depletion and amortization............................      321        220
       Deferred income taxes...............................................       12        (81)
       Loss on sale of businesses and assets, net..........................       64          8
       Changes in components of working capital--
         (Increase) decrease in receivables................................     (170)       174
         (Increase) decrease in inventories................................     (205)       (80)
         (Increase) decrease in prepayments and other current assets.......      (23)        33
         Increase (decrease) in payables...................................     (380)      (157)
         Increase (decrease) in taxes accrued..............................       43        147
         Increase (decrease) in interest accrued...........................       (7)         4
         Increase (decrease) in restructuring liability....................        -         (5)
         Increase (decrease) in natural gas pipeline revenue reservation...     (169)       (96)
         Increase (decrease) in other current liabilities..................      (59)       107
       (Increase) decrease in long-term notes and receivables..............        -          4
       Take-or-pay (refunds to customers) recoupments, net.................       35         15
       Other...............................................................       68         13
         Cash provided (used) by continuing operations.....................       66        741
         Cash provided (used) by discontinued operations...................      (11)        15
   Net Cash Provided (Used) by Operating Activities........................       55        756

   Cash Flows from Investing Activities:
     Net proceeds (expenditures) related to the sale of discontinued
      operations...........................................................      690        (15)
     Net proceeds from sale of businesses and assets.......................       70        223
     Expenditures for plant, property and equipment--
       Continuing operations...............................................     (565)      (328)
       Discontinued operations.............................................       (4)       (47)
     Acquisitions of business..............................................     (323)        (4)
     (Increase) decrease in Tenneco Inc. receivables.......................      447     (2,067)
     (Increase) decrease in notes receivable from other affiliates.........        -      1,599
     Investments and other.................................................       15        (49)
   Net Cash Provided (Used) by Investing Activities........................      330       (688)

   Cash Flows from Financing Activities:
     Capital contribution from (distribution to) affiliates, net...........        5          -
     Issuance of long-term debt............................................        -          2
     Retirement of long-term debt..........................................     (153)      (139)
     Net increase (decrease) in short-term debt excluding current
      maturities on long-term debt.........................................        4        249
   Net Cash Provided (Used) by Financing Activities........................     (144)       112

   Effect of Foreign Exchange Rate Changes on Cash and Temporary
    Cash Investments.......................................................        6         13
   Increase (Decrease) in Cash and Temporary Cash Investments..............      247        193
   Cash and Temporary Cash Investments, January 1..........................      459        220<PAGE>
   Cash and Temporary Cash Investments, September 30 (Note)................   $  706     $  413

   Cash Paid During the Period for Interest................................   $  213     $  203
   Cash Paid During the Period for Income Taxes (net of refunds)...........   $  395     $  227
   </TABLE>
   __________
   NOTE: Cash and temporary cash investments include highly liquid investments 
         with a maturity of three months or less at date of purchase.

                       (The accompanying notes to financial statements are an 
                          integral part of these statements of cash flows.)
                                                  3<PAGE>
   <PAGE>
                                   TENNESSEE GAS PIPELINE COMPANY
                                    AND CONSOLIDATED SUBSIDIARIES

                                            BALANCE SHEETS

                                             (Unaudited)
   <TABLE>
   <CAPTION>

                                                                       (Millions)           
                                                       September 30,  December 31,  September 30,
                            ASSETS                         1995           1994          1994     
   <S>                                                    <C>           <C>            <C>
   Current Assets:
     Cash and temporary cash investments..............    $   706       $   459        $   413
     Receivables--
       Customer notes and accounts (net)..............        474           644            694
       Affiliated companies...........................        491           297            342
       Gas transportation and exchange................        145           214            330
       Other..........................................        254           164            142
     Notes receivable from Tenneco Inc................      2,754         3,201          2,812
     Inventories--
       Finished goods.................................        312           355            297
       Work in process................................         96            82             72
       Long-term contracts in progress, less progress
        billings......................................        227           138            100
       Raw materials..................................        212           178            189
       Materials and supplies.........................        152           156            154
     Deferred income taxes............................         79            43             90
     Prepayments and other............................        250           301            261
                                                            6,152         6,232          5,896
   Investments and Other Assets:
     Investment in affiliated companies...............        418           523            588
     Other investments, at cost.......................         40            49             54
     Long-term receivables--
       Notes and other................................        138           156            168
       Affiliated companies...........................          1             1            171
     Investment in subsidiaries in excess of fair 
      value of net assets at date of acquisition, 
      less amortization...............................        325           329            279
     Deferred income taxes............................         53            49             54
     Other............................................      1,263           733            698
                                                            2,238         1,840          2,012

   Plant, Property and Equipment, at cost.............     10,908        11,009         10,484
     Less--Reserves for depreciation, depletion and
      amortization....................................      5,598         5,851          5,614
                                                            5,310         5,158          4,870
                                                          $13,700       $13,230        $12,778
   </TABLE>

                        (The accompanying notes to financial statements are an
                               integral part of these balance sheets.)


                                                  4<PAGE>
   <PAGE>
                                    TENNESSEE GAS PIPELINE COMPANY
                                    AND CONSOLIDATED SUBSIDIARIES

                                            BALANCE SHEETS

                                             (Unaudited)
   <TABLE>
   <CAPTION>

                                                                       (Millions)           
                                                        September 30, December 31, September 30,
            LIABILITIES AND SHAREOWNER'S EQUITY             1995          1994         1994     
   <S>                                                     <C>          <C>           <C>
   Current Liabilities:
     Short-term debt (including current maturities 
      on long-term debt)...............................    $   422      $   298       $   250
     Payables--
       Trade...........................................        776        1,029           896
       Affiliated companies............................         46          244            84
       Gas transportation and exchange.................        117          159           218
     Taxes accrued.....................................        159           49           340
     Interest accrued..................................         55           37            60
     Restructuring liability...........................          -            -            12
     Natural gas pipeline revenue reservation..........         13          190           182
     Other.............................................        891          787           824
                                                             2,479        2,793         2,866


   Long-term Debt......................................        536          793           874

   Deferred Income Taxes...............................      1,251        1,408         1,233

   Postretirement Benefits.............................        597          380           366

   Deferred Credits and Other Liabilities..............        631          422           475

   Commitments and Contingencies

   Minority Interest...................................        485          475            18

   Shareowner's Equity:
     Common stock, par value $5 per share, authorized,
      issued and outstanding 200 shares................          -            -             -
     Premium on common stock and other capital surplus.      3,499        3,494         3,494
     Cumulative translation adjustments................         47         (174)         (124)
     Retained earnings.................................      4,175        3,639         3,576
                                                             7,721        6,959         6,946
                                                           $13,700      $13,230       $12,778
   </TABLE>

                        (The accompanying notes to financial statements are an
                               integral part of these balance sheets.)


                                                  5<PAGE>
   <PAGE>
                                    TENNESSEE GAS PIPELINE COMPANY
                                    AND CONSOLIDATED SUBSIDIARIES

                             STATEMENTS OF CHANGES IN SHAREOWNER'S EQUITY

                                             (Unaudited)
   <TABLE>
   <CAPTION>
                                                            (Millions Except Share Amounts)
                                                            Nine Months Ended September 30, 
                                                                 1995              1994     
                                                           Shares   Amount    Shares  Amount
   <S>                                                      <C>     <C>        <C>    <C>
   Common Stock:
     Balance January 1 and September 30................     200     $    -     200    $    -

   Premium on Common Stock and Other Capital Surplus:
     Balance January 1.................................              3,494             3,494
       Capital contribution from (distribution to)
        affiliates (net)...............................                  5                 -
     Balance September 30..............................              3,499             3,494

   Cumulative Translation Adjustments:
     Balance January 1.................................               (174)             (297)
       Translation of foreign currency statements......                 28               174
       Sale of investment in foreign subsidiaries......                193                 -
       Hedges of net investment in foreign sub-
        sidiaries (net of income taxes)................                  -                (1)
     Balance September 30..............................                 47              (124)

   Retained Earnings:
     Balance January 1.................................              3,639             3,149
       Net income......................................                536               427
     Balance September 30..............................              4,175             3,576

         Total.........................................             $7,721            $6,946
   </TABLE>

                        (The accompanying notes to financial statements are an
                           integral part of these statements of changes in
                                        shareowner's equity.)

                                                  6<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                       NOTES TO FINANCIAL STATEMENTS

                                (Unaudited)

     (1) In the opinion of Tennessee Gas Pipeline Company (the
   "Company"), the accompanying unaudited financial statements of
   Tennessee Gas Pipeline Company and Consolidated Subsidiaries
   ("Tennessee") contain all adjustments necessary to present fairly
   the financial position as of September 30, 1995, and the results of
   operations; changes in shareowner's equity; and cash flows for the
   periods indicated.

     In June 1994, Tenneco Inc. and its subsidiaries ("Tenneco")
   completed an initial public offering ("IPO") of approximately 29% of
   the common stock of Case Corporation ("Case"), the holder of
   Tenneco's Farm and construction equipment segment. In November 1994,
   a secondary offering of Case's common stock reduced Tenneco's
   ownership to approximately 44%. A third public offering in August
   1995 reduced Tenneco's ownership further to approximately 21%. Prior
   to the IPO, Tenneco reorganized this segment resulting in Tennessee
   selling all of its Farm and construction equipment net assets to
   Case for consideration of Case common stock and cash. From January
   through June 1994, Tennessee's Farm and construction equipment
   segment was fully consolidated; subsequent to June 1994, it was
   reflected in Tennessee's financial statements using the cost method
   of accounting. Tennessee's remaining investment in Case is not
   significant to its consolidated financial position. See Note 5 for
   additional information regarding Tennessee's investment in Case.

     Prior year's financial statements have been reclassified where
   appropriate to conform to 1995 presentations.

     (2) Pursuant to Order 636 issued by the Federal Energy Regulatory
   Commission ("FERC") on April 8, 1992, the Company implemented
   revisions to its tariff which put into effect on September 1, 1993,
   the restructuring of its transportation, storage and sales services.
   Pursuant to the provisions of Order 636 allowing for the recovery of
   transition costs related to the restructuring, the Company has made
   filings to recover gas production costs related to its Bastian Bay
   facilities, the remaining balance of purchased gas ("PGA") costs,
   stranded transportation ("TBO") costs and gas supply realignment
   ("GSR") costs resulting from remaining gas purchase obligations.

     The Company's filings to recover production costs related to its
   Bastian Bay facilities have been rejected by the FERC based on the
   continued use of the gas production from the field; however, the
   FERC recognized the ability of the Company to file for the recovery
   of losses upon disposition of these assets. The Company has filed
   for appellate review of the FERC actions and is confident that the
   Bastian Bay costs will ultimately be recovered as transition costs
   directly related to Order 636, and no FERC order has questioned the
   ultimate recoverability of these costs.

     The filings implementing the Company's recovery mechanisms for the
   following transition costs were accepted effective September 1, 

                                     7<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS--(Continued)

   1993, and made subject to refund pending FERC review: 1) direct-
   billing of unrecovered PGA costs to its former sales customers over
   a twelve-month period, 2) recovery of TBO costs, which the Company
   is obligated to pay under existing contracts, through a surcharge
   from firm transportation customers, adjusted annually, and 3) GSR
   cost recovery of 90% of such costs over a period of up to thirty-six
   months from firm transportation customers and recovery of 10% of
   such costs from interruptible transportation customers.

     Following negotiations with its customers, the Company filed in
   July 1994 with the FERC a Stipulation and Agreement (the "PGA
   Stipulation"), which provides for the recovery of PGA costs of
   approximately $100 million and the recovery of costs associated with
   the transfer of storage gas inventory to new storage customers in
   the Company's restructuring proceeding. The PGA Stipulation
   eliminates all challenges to the PGA costs, but establishes a cap on
   the charges that may be imposed upon former sales customers. On
   November 15, 1994, the FERC issued an order approving the PGA
   Stipulation and resolving all outstanding issues. On April 5, 1995,
   the FERC issued its order on rehearing affirming its initial
   approval of the PGA Stipulation. The Company implemented the terms
   of the PGA Stipulation and made refunds in May 1995. The orders
   approving the PGA Stipulation have been appealed to the D.C. Circuit
   Court of Appeals by certain customers. The Company believes the PGA
   Stipulation will be upheld on appeal.

     The Company is recovering TBO costs formerly incurred to perform
   its sales functions, subject to refund, pending review of data
   submitted by the Company. On November 18, 1994, the FERC issued an
   order on the Company's initial TBO surcharge filing to recover TBO
   costs for the twelve-month period beginning September 1, 1993. The
   order required the Company to remove certain costs from this
   surcharge. The Company has appealed this decision to the D.C.
   Circuit Court of Appeals. On November 30, 1994, the Company filed
   with the FERC to collect through a surcharge approximately $25
   million annually of TBO costs in compliance with the FERC's November
   18, 1994 order, and in a separate filing, the Company filed to
   recover its projected annual TBO costs of approximately $21 million
   for the twelve-month period beginning January 1, 1995. The FERC
   accepted the Company's filing to recover its projected TBO costs,
   subject to refund.

     With regard to the Company's GSR costs, the Company, along with
   three other pipelines, executed four separate settlement agreements
   with Dakota Gasification Company and the U.S. Department of Energy
   and initiated four separate proceedings at the FERC seeking approval
   to implement the settlement agreements. The settlement resolved
   litigation concerning purchases made by the Company of synthetic gas
   produced from the Great Plains Coal Gasification plant ("Great
   Plains"). On October 18, 1994, the FERC consolidated the four
   proceedings and set them for hearing before an administrative law
   judge ("ALJ"). The hearing, which concluded in July 1995, was
   limited to the issue of whether the settlement agreements are 


                                     8<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS--(Continued)

   prudent. The ALJ is required to issue his initial decision by
   December 31, 1995. The FERC has committed to issuing a final order
   by December 31, 1996. Previously, the FERC has ruled that the costs
   related to the Great Plains project are eligible for recovery
   through GSR and other special recovery mechanisms and that the costs
   are eligible for recovery for the duration of the term of the
   original gas purchase agreements.

     Also related to the Company's GSR costs, on October 14, 1993, the
   Company was sued in the State District Court of Ector County, Texas,
   by ICA Energy, Inc. ("ICA") and TransTexas Gas Corporation
   ("TransTexas"). In that suit, ICA and TransTexas contended that the
   Company had an obligation to purchase gas production which
   TransTexas thereafter attempted to add unilaterally to the reserves
   originally dedicated to a 1979 gas contract. On two subsequent
   occasions, TransTexas gave the Company notice that it was adding new
   production and/or acreage "to the contract." An amendment to the
   pleadings seeks $1.5 billion from the Company for alleged damages
   caused by the Company's refusal to purchase gas produced from the
   TransTexas leases covering the new production and lands. Neither ICA
   nor TransTexas were original parties to that contract. However, they
   contend that any stranger acquiring a fractional interest in the
   original committed reserves thereby obtains a right to add to the
   contract unlimited volumes of gas production from locations in South
   Texas. The Company filed a motion for summary judgment, asserting
   that the Texas statutes of frauds precluded the plaintiffs from
   adding new production or acreage to the contract. On May 4, 1995,
   the trial court granted the Company's motion for summary judgment;
   the plaintiffs have filed a notice of appeal.  Thereafter, ICA and
   TransTexas filed a motion for summary judgment on a separate issue
   involving the term "committed reserves" and whether the Company has
   a contractual obligation to purchase gas produced from a lease not
   described in the gas contract.  On November 8, 1995, the trial court
   granted ICA's and TransTexas' motion in part.  That order, which is
   not final, also held that ICA's and TransTexas' rights are subject
   to certain limitations of the Texas Business and Commerce Code.  In
   addition to these defenses, which must be resolved at trial, the
   Company has other defenses which it has asserted and intends to
   pursue.  The November 8, 1995 ruling does not affect the trial
   court's previous May 4, 1995 order granting summary judgment to the
   Company.

     The Company has been engaged in separate settlement and contract
   reformation discussions with holders of certain gas purchase
   contracts who have sued the Company. Although the Company believes
   that its defenses in the underlying gas purchase contract actions
   are meritorious, the Company recorded liabilities in the first
   quarter of 1995 which it believes are adequate to cover the
   resolution of these matters. On August 1, 1995, the Texas Supreme
   Court affirmed a ruling favorable to the Company of the Court of 


                                     9<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS--(Continued)

   Appeals in one of these matters and indicated that it would remand
   the case to the trial court. Motions for rehearing have been filed
   by the producers.  As of the date hereof, the court had not ruled on
   those motions and mandate had not been issued.

     As of September 30, 1995, the Company has deferred GSR costs yet
   to be recovered from its customers of approximately $487 million,
   net of $290 million previously recovered from its customers, subject 
   to refund. Proceedings have commenced to review the recovery of
   these GSR costs; however, the FERC has generally encouraged
   pipelines to settle such issues through negotiations with customers.
   Although Order 636 contemplates complete recovery by pipelines of
   qualified transition costs, the Company is engaged in settlement
   discussions with its customers concerning the amount of recoverable
   GSR costs in response to the FERC and customer statements
   acknowledging the desirability of such settlements.

     Given the uncertainty over the results of ongoing discussions
   between the Company and its customers related to the recovery of GSR
   costs and the uncertainty related to predicting the outcome of its
   gas purchase contract reformation efforts and the associated
   litigation, Tennessee is unable to predict the timing or the
   ultimate impact the resolution of these issues will have on its
   consolidated financial position or results of operations.

     On December 30, 1994, the Company filed a general rate increase in
   Docket No. RP95-112 (the "1995 Rate Case"). On January 25, 1995, the
   FERC accepted the filing, suspended its effectiveness for the
   maximum period of five months pursuant to normal regulatory process,
   and set the matter for hearing. On July 1, 1995, the Company began
   collecting rates, subject to refund, reflecting an $87 million
   increase in the Company's revenue requirement. Settlement
   discussions with the FERC staff and customers are ongoing and the
   Company is reserving revenues it believes adequate to cover any
   refunds which may be required upon final settlement of this
   proceeding.

     Also on January 25, 1995, the FERC issued an order requiring the
   convening of a technical conference to discuss certain issues in the
   1995 Rate Case and concerns expressed in response to operational
   issues in a 1995 tariff filing. The concerns include the Company's
   ability to provide its shippers with timely and accurate operating 
   and billing information and the associated systems costs. Several
   technical conferences were held during the first half of 1995
   resulting in modifications to the 1995 tariff filing, the assignment
   of certain issues to the 1995 Rate Case for final resolution, and
   the negotiation of a settlement with the Company's customers as to
   certain operational tariff issues.  On November 1, 1995, the FERC
   approved the settlement of the 1995 tariff issues noting the efforts
   the Company has made with its customers. The ultimate resolution of
   these issues may result in adjustments to customer billings.



                                     10<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS--(Continued)

     (3) Reference is made to Note 2 for information concerning gas
   supply litigation. Tennessee Gas Pipeline Company and its
   subsidiaries are parties to numerous other legal proceedings arising
   from their operations. Tennessee Gas Pipeline Company believes that
   the outcome of these other proceedings, individually and in the
   aggregate, will have no material effect on the financial position or
   results of operations of Tennessee Gas Pipeline Company and its
   consolidated subsidiaries.

     (4) Since 1988, the Company has been engaged in an internal
   project to identify and deal with the presence of polychlorinated
   biphenyls ("PCBs") and other substances of concern, including
   substances on the U.S. Environmental Protection Agency ("EPA") List
   of Hazardous Substances ("HS List") at compressor stations and other
   facilities operated by both its interstate and intrastate natural
   gas pipeline systems. While conducting this project, the Company has
   been in frequent contact with federal and state regulatory agencies,
   both through informal negotiation and formal entry of consent
   orders, in order to assure that its efforts meet regulatory
   requirements.

     Tennessee has established a reserve for the Company's
   environmental expenses, which includes: 1) expected remediation
   expense and associated onsite, offsite and groundwater technical
   studies, 2) legal fees and 3) settlement of third party and
   governmental litigation, including civil penalties. Through
   September 30, 1995, Tennessee has charged approximately $121 million
   against the environmental reserve. Of the remaining reserve, $38
   million has been recorded on the balance sheet under "Payables-
   Trade" and $104 million under "Deferred Credits and Other
   Liabilities."

     Due to the current uncertainty regarding the estimated costs of
   the further activity necessary for the Company to address the
   presence of the PCBs, the substances on the HS List and other
   substances of concern on its sites, including the requirements for
   additional site characterization, the actual amount of such
   substances at the sites, and the final, site-specific cleanup
   decisions to be made with respect to cleanup levels and remediation
   technologies, the Company cannot at this time accurately project
   what additional costs, if any, may arise from future
   characterization and remediation activities. While there are still
   many uncertainties relating to the ultimate costs which may be
   incurred, based upon the Company's evaluation and experience to
   date, Tennessee continues to believe that the amount of the reserve
   is adequate.

     Tennessee believes that a substantial portion of these costs,
   which will be expended over the next five to ten years, will be
   recovered from customers of its natural gas pipelines. The 




                                     11<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS--(Continued)

   Stipulation and Agreement approved by the FERC in the Company's 1991
   rate case established procedures for resolving the recovery of
   certain environmental expenditures. These environmental costs are
   currently being collected in the Company's rates subject to further
   review and possible refund. Following negotiations with its
   customers, the Company in May 1995 filed with the FERC a separate
   Stipulation and Agreement (the "Environmental Stipulation") that
   addresses the recovery of environmental costs currently being
   recovered in its rates and also establishes a mechanism for
   recovering a substantial portion of the environmental costs that
   will be expended in the future. Upon FERC approval, the
   Environmental Stipulation will become effective as of July 1, 1995,
   and will have no material effect on Tennessee's financial position
   or results of operations. As of September 30, 1995, the balance of
   the regulatory asset is $109 million.

     Tennessee believes that its liability insurance policies in effect
   during the period in which the environmental issues occurred provide
   coverage for remediation costs and related claims. The Company has
   pending litigation in a Louisiana state court against its insurance
   carriers during this period, seeking recovery of costs which the
   Company incurred. The issues in dispute involve determining: 1)
   whether the presence of PCBs and other substances at each compressor
   station constituted a separate occurrence for purposes of the per-
   occurrence limits of the policies; 2) the applicability of the
   pollution exclusions in certain policies issued after 1971; 3) the
   applicability of provisions which exclude the environmental impacts
   located solely on the insured's property; 4) whether the term
   "property damage" in the policies will cover the cost of compliance
   with governmental cleanup directives; 5) the allocation of costs to
   the various policies in effect during the period the environmental
   impact occurred; 6) the applicability of provisions excluding
   pollution that is "expected or intended" and 7) the adequacy of
   notice of claims to insurance carriers. Tennessee has completed
   settlements with and has received payments from the majority of the
   defendant carriers and believes that the likelihood of recovery of a
   portion of its remediation costs and claims against the remaining
   defendant carriers is reasonably possible.

     In July 1994, the Company commenced litigation in a Kentucky state
   court against the manufacturer of the PCB-containing lubricant used
   by the Company, seeking reimbursement of sums the Company has and
   will incur in the defense and settlement of PCB-related claims
   brought by state and federal agencies, private individuals and
   others. The Company anticipates that the defendant will raise a
   variety of issues in dispute of the Company's claims.

     While Tennessee believes its legal position to be meritorious,
   Tennessee has not adjusted its environmental reserve to reflect any
   anticipated insurance recoveries or recoveries from the manufacturer
   of the PCB-containing lubricant. Recoveries could reduce the amount
   ultimately recoverable from customers.



                                     12<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS--(Continued)

     Tennessee has identified other sites in its various operating
   divisions where environmental remediation expenses may be required
   should there be a change in ownership, operations or applicable
   regulation. These possibilities cannot be predicted or quantified at
   this time and accordingly, no provision has been recorded.  However,
   provisions have been made for all instances where it has been
   determined that the incurrence of any material remedial expense is
   probable.

     (5) On August 9, 1995, Tenneco sold in a public offering 16.1
   million shares of common stock of Case Corporation at $35 per share.
   The offering reduced Tenneco's ownership in Case from 44% to 21%. Of
   the 16.1 million shares sold, approximately 646,000 shares were
   owned by Tennessee.  In connection with the offering, Tennessee
   received net proceeds of $22 million and recognized a loss of $35
   million, including $35 million of income tax benefit.  Although
   Tennessee recorded a loss on this transaction, Tenneco in the
   aggregate recorded a gain of $101 million.

     (6) In September 1995, Tenneco announced that it had entered into
   an agreement to sell Kern River Corporation which holds a 50%
   interest in Kern River Gas Transmission Company ("Kern River") for
   approximately $225 million. The transaction is expected to be
   finalized in 1995.  Kern River owns a 904-mile natural gas pipeline
   system extending from southwestern Wyoming to Bakersfield,
   California.

     (7) On October 2, 1995, Tenneco announced that it had signed a
   definitive agreement to acquire the Mobil Plastics business from
   Mobil Corporation for $1.27 billion.  The acquired operations will
   become part of Tenneco's packaging division.  Mobil Plastics is the
   largest North American producer of polyethylene and polystyrene
   packaging.  Mobil Plastics' consumer products are sold under the
   Hefty, Kordite and Baggies brand names.  For food service and
   industrial consumers, Mobil Plastics is a leader in polystyrene foam
   packaging, thermoformed polystyrene packaging and polyethylene film
   products.  The acquisition is scheduled to be completed in mid-
   November.

     (8) In March 1995, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards No. 121 which
   establishes new accounting standards for the impairment of long-
   lived assets and for long-lived assets to be disposed of. Tennessee
   will adopt the new standard in the first quarter of 1996 but does
   not expect that the adoption will have a material effect on
   Tennessee's consolidated financial position or results of
   operations.


           (The above notes are an integral part of the foregoing
                           financial statements.)

                                     13<PAGE>
   <PAGE>
                       TENNESSEE GAS PIPELINE COMPANY
                       AND CONSOLIDATED SUBSIDIARIES

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   THREE MONTHS RESULTS

   Revenues

     Net sales and operating revenues for the third quarter of 1995
   were $2.1 billion, up from $2.0 billion in the third quarter of
   1994.  Natural gas pipelines revenues were down $122 million or 22
   percent primarily due to the nonregulated sector where both spot
   prices and volumes decreased as a result of increased supply
   availability and the effect of storage reserves on prices.  In the
   regulated sector, revenues declined $25 million due to the continued
   phase-out of merchant gas sales as a result of operating under Order
   636 of the Federal Energy Regulatory Commission ("FERC"). 
   Automotive parts revenues increased $108 million or 23 percent,
   including revenues of $76 million resulting from the November 1994
   acquisition of Heinrich Gillet GmbH & Company ("Gillet").  Packaging
   revenues increased $103 million or 18 percent from strong market
   conditions in the paperboard packaging sector and increased pricing
   in the specialty segment.  Shipbuilding revenues increased $21
   million or 5 percent primarily as a result of higher volume on the
   aircraft carrier RONALD REAGAN.

   Income Before Interest Expense, Income Taxes and Minority Interest
   ("Operating Income")

        Operating income for the third quarter of 1995 was $311
   million, down $65 million or 17 percent, compared with $376 million
   for the 1994 third quarter, primarily due to the sale of Case
   Corporation ("Case") stock.  On August 9, 1995, Tenneco sold in a
   public offering 16.1 million shares of common stock of Case at $35
   per share.  The offering reduced Tenneco's ownership in Case from 44
   percent to 21 percent.  Of the 16.1 million shares sold,
   approximately 646,000 shares were owned by Tennessee.  In connection
   with the offering, Tennessee received net proceeds of $22 million
   and recognized a loss of $35 million, including $35 million of
   income tax benefit.  Although Tennessee recorded a loss on this
   transaction, Tenneco in the aggregate recorded a gain of $101
   million.  The third quarter 1994 included a $16 million benefit from
   a contract settlement with Columbia Gas.

   Natural Gas Pipelines

     Natural gas pipelines reported operating income of $81 million in
   the 1995 third quarter compared with $97 million in the 1994 third
   quarter.  Revenues for the third quarter of 1995 decreased to $427
   million compared with $549 million in the third quarter of 1994. 
   Third quarter 1995 operating income slightly improved compared with
   the 1994 third quarter after excluding a $2 million lawsuit
   settlement related to an interstate pipeline issue in the 1995 third


                                     14<PAGE>
   <PAGE>
   quarter and a $16 million benefit from a contract settlement from
   Columbia Gas received in the 1994 third quarter.  Excluding the
   above special items, operating income in the regulated segment was
   flat compared with the 1994 third quarter.  Higher operating income
   related to the implementation of a new rate structure was offset by
   lower operating income from expiring gas transportation contracts
   and higher administrative expenses.  Operating income in the
   nonregulated segment improved compared with the 1994 third quarter
   primarily due to the acquisition of natural gas pipeline assets from
   the Pipeline Authority of South Australia (PASA), partially offset
   by decreases in operating income as a result of lower natural gas
   volumes and prices.

     The natural gas pipeline industry is experiencing increasing
   competition, which is the result of actions by the FERC to
   strengthen market forces throughout the industry.  In a number of
   key markets, Tennessee's interstate pipelines face competitive
   pressure from other major pipeline systems, enabling local
   distribution companies and end users to choose a supplier or switch
   suppliers based on the short-term price of the gas and the cost of
   transportation.  Tennessee's pipelines have been required to
   discount their transportation rates to maintain market share. 
   Additionally, the majority of Tennessee's transportation contracts
   will be expiring over the next five years.  The renegotiation of
   these contracts may be impacted by such competitive factors.  (See
   Note 2 in the "Notes to Financial Statements" for additional
   information.)

     In September, 1995, Tenneco announced that it had entered into an
   agreement to sell Kern River Corporation which holds a 50 percent
   interest in Kern River Gas Transmission Company ("Kern River") for
   approximately $225 million.  The transaction is expected to be
   finalized in 1995.  Kern River owns a 904-mile natural gas pipeline
   system extending from southwestern Wyoming to Bakersfield,
   California.

   Automotive Parts

     Automotive parts reported third quarter 1995 operating income of
   $61 million compared with $67 million in the third quarter of 1994. 
   Operating income decreased $6 million compared with the 1994 third
   quarter primarily as a result of higher start-up costs largely
   related to a new process, hydroforming, which is a liquid, high-
   pressure metal-forming application.  The hydroforming process is
   being utilized for the manufacture of the new Ford Taurus exhaust
   system.  Revenues for the third quarter of 1995 increased to $586
   million compared with $478 million in last year's third quarter,
   primarily as a result of the acquisition of Gillet, which added $76
   million in revenues.  Revenues in the North American aftermarket
   were down due to market weakness.  Aftermarket sales were flat
   worldwide as aftermarket sales in Europe increased 18 percent from
   the same quarter a year ago.  Original equipment sales increased
   worldwide with much of this increase supplied by the Gillet
   acquisition and the improving European economy.


                                     15<PAGE>
   <PAGE>
     Tennessee expects new vehicle sales in Europe to continue to
   improve the rest of 1995 and next year and new car and truck
   production in North America to continue at its strong near-record
   levels throughout 1995.  The North American aftermarket, however, is
   expected to remain sluggish through 1995 with a recovery beginning
   next year.

   Packaging

     Third quarter 1995 operating income for packaging was $117
   million, up $54 million, compared with $63 million generated in the
   1994 third quarter.  Revenues for the 1995 third quarter were $665
   million compared with $562 million in the same period last year. 
   This increase of 18 percent was due to continuing strong market
   conditions in the paperboard packaging business and increased
   pricing in the specialty segment.

     The paperboard packaging business reported operating income of
   $108 million in the third quarter of 1995, compared with $42 million
   in the year ago quarter, up more than 150 percent.  The improvement
   in operating income was primarily due to continued strong market
   conditions, higher mill productivity and lower costs for recycled
   fiber. 

     The outlook for containerboard remains reasonably positive, with
   domestic industry containerboard production for year-to-date
   September 1995 up four percent over the same period last year. 
   September industry inventory levels, at 5.5 weeks of supply, are in
   line with historical levels and are expected to decline for the
   remainder of the year.

     Specialty packaging reported operating income of $9 million in the
   third quarter of 1995, compared with $21 million for the same period
   last year.  Operating income continued to be adversely affected by
   increases in raw material costs.  The costs of polystyrene and
   aluminum reroll were up 19 percent from the third quarter of 1994. 
   Raw material costs have moderated since the second quarter, however,
   and fourth quarter unit margins should improve.

     On October 2, 1995, Tenneco announced that it had signed a
   definitive agreement to acquire the Mobil Plastics business from
   Mobil Corporation for $1.27 billion.  The acquired operations will
   become part of Tenneco's packaging division.  Mobil Plastics is the
   largest North American producer of polyethylene and polystyrene
   packaging.  Mobil Plastics' consumer products are sold under the
   Hefty, Kordite and Baggies brand names.  For food service and
   industrial consumers, Mobil Plastics is a leader in polystyrene foam
   packaging, thermoformed polystyrene packaging and polyethylene film
   products.  The acquisition is scheduled to be completed in mid-
   November.





                                     16<PAGE>
   <PAGE>
   Shipbuilding

     Shipbuilding reported third quarter 1995 operating income of $35
   million compared with $52 million in the 1994 third quarter.  The
   $17 million decline resulted primarily from a $6 million charge for
   headcount reductions recorded in the 1995 third quarter and a $14
   million charge for incremental costs for the shipyard's entry into
   highly competitive commercial markets.  Productivity improvements
   partially offset the decline.  Revenues increased $21 million to
   $445 million in the third quarter of 1995 compared with $424 million
   in the same period last year.

     The backlog at the end of the third quarter of 1995 was $4.9
   billion and included construction contracts for two LOS ANGELES
   CLASS submarines, three NIMITZ class aircraft carriers, four "Double
   Eagle" product tankers, a conversion contract for two fast SEALIFT
   ships and the overhaul contract for the aircraft carrier USS
   EISENHOWER.

   Other

     Other operations was $17 million for the third quarter of 1995
   compared with $97 million in the quarter a year ago.  The third
   quarter 1995 included a pre-tax loss on the sale of Case stock for
   $70 million (after-tax loss of $35 million) and a $25 million charge
   for the liquidation of surplus real estate holdings and notes.

   Interest Expense (net of interest capitalized)

     Net interest expense for the third quarter of 1995 was $68 million
   compared with $66 million reported for the 1994 third quarter. 
   Interest capitalized was $2 million for the third quarter of 1995
   compared with $1 million for the third quarter of 1994.

   Income Taxes

     Income tax expense for the third quarter of 1995 was $90 million
   compared with $94 million reported for the 1994 third quarter.

   Discontinued Operations

     Income from discontinued operations in the third quarter of 1994
   of $7 million represented the net income of Tennessee's chemicals
   division which was sold in the fourth quarter of 1994.

   Net Income

     Net income for the third quarter of 1995 was $145 million compared
   with net income of $223 million in the 1994 third quarter.  Net
   income for the 1994 period included $7 million of income from
   discontinued operations (net of income tax).




                                     17<PAGE>
   <PAGE>
   NINE MONTHS RESULTS

   Revenues

     Net sales and operating revenues for the first nine months of 1995
   were $6.5 billion, down from $6.6 billion reported in 1994 primarily
   due to the exclusion of farm and construction equipment revenues as
   a result of the change to the cost method of accounting for Case in
   July 1994.  Excluding farm and construction equipment for the first
   nine months of 1994, revenues increased five percent in the 1995
   period compared with the prior year period.  Higher revenues for
   packaging (up $403 million or 26 percent) and automotive parts (up
   $407 million or 29 percent) were partially offset by lower revenues
   for natural gas pipelines (down $483 million or 26 percent).

   Income Before Interest Expense, Income Taxes and Minority Interest
   ("Operating Income")

     Operating income for the first nine months of 1995 was $1,144
   million compared with $916 million reported for the 1994 period, an
   improvement of 25 percent.

     Natural gas pipelines reported operating income of $229 million
   for the first nine months of 1995 compared with $291 million in the
   same period of 1994.  Revenues decreased to $1.36 billion compared
   with $1.85 billion in the first nine months of 1994 primarily due to
   the decline in gas spot prices and lower volumes in the nonregulated
   segment and the phase-out of merchant gas sales by the regulated
   pipelines.  Operating income declined in the first nine months of
   1995 compared with 1994 mainly due to competitive pressures related
   to operating under FERC Order 636 and the $16 million benefit from a
   contract settlement with Columbia Gas in the third quarter of 1994. 
   Operating income also decreased as a result of depressed natural gas
   volumes and prices in the nonregulated business.

     Automotive parts reported operating income of $191 million for the
   first nine months of 1995 compared with $190 million recorded in the
   same period a year ago.  Year-to-date revenues for 1995 totaled
   $1.82 billion compared with last year's amount of $1.42 billion. 
   Revenues increased as a result of the acquisition of Gillet, which
   added $249 million in revenues, and increased European aftermarket
   revenues.  Profit margins declined in the first nine months of 1995
   due to higher start-up costs associated with a new process discussed
   in the "Three Months Results" and competitive pressures in the North
   American original equipment and aftermarket.

     Shipbuilding reported operating income of $125 million for the
   nine months ended September 1995 compared with $153 million in the
   same period in 1994.  Revenues were $1.29 billion for the first nine
   months of both 1995 and 1994.  Operating income declined primarily
   as a result of lower profit margins on SEALIFT work, incremental
   costs for the shipyard's entry into highly competitive commercial
   markets and a charge related to personnel reductions.


                                     18<PAGE>
   <PAGE>
     Packaging had operating income of $374 million in the first nine
   months of 1995 compared with $127 million in the prior year period. 
   Revenues were $1.98 billion in the first nine months of 1995
   compared with $1.58 billion in the prior year period.  Higher
   revenues and operating income were primarily due to strengthening
   containerboard pricing partially offset by lower operating income in
   specialty packaging associated with higher raw material costs.  In
   addition, the 1995 first quarter operating income included a $14
   million gain on the sale of a mill in Sylva, North Carolina. 

     Tennessee's other operations reported operating income of $225
   million for the 1995 nine-month period compared with $155 million
   for the year ago period.  Operating income improved primarily due to
   higher interest income from affiliated companies and other
   investments partially offset by the loss on the sale of the Case
   stock.

   Interest Expense (net of interest capitalized)

     Net interest expense decreased from $212 million in the first nine
   months of 1994 to $199 million in the first nine months of 1995. 
   Interest capitalized was $2 million in the first nine months of 1994
   compared with $5 million in the current year period.

   Income Taxes

     Income tax expense for the first nine months of 1995 was $370
   million compared with $282 million in the same period of 1994. 
   Income tax expense increased in the first nine months of 1995
   primarily due to higher pre-tax income which was partially offset by
   the tax benefit associated to the loss on the Case sale.

   Discontinued Operations

     Income from discontinued operations for the first nine months of
   1994 of $5 million (net of an income tax benefit of $2 million)
   included a $20 million loss (net of income tax benefit of $15
   million) on the sale of Tennessee's brakes business and a loss of $3
   million (net of income tax benefit of $4 million) from the brakes
   operations.  Net income from the chemicals operations for the first
   nine months of 1994 was $28 million, net of income tax expense of
   $17 million.

   Cumulative Effect of a Change in Accounting Principle

     Effective January 1, 1994, Tennessee adopted Statement of
   Financial Accounting Standards ("FAS") No. 112, Employers'
   Accounting for Postemployment Benefits.  This new standard was
   adopted using the cumulative catch-up method and requires employers
   to account for postemployment benefits for former or inactive
   employees after employment but before retirement on the accrual
   basis rather than the "pay-as-you-go" basis.  As a result of the
   adoption of this statement, the 1994 Statement of Income includes an
   after-tax charge of $13 million, for the cumulative effect of the
   accounting change.


                                     19<PAGE>
   <PAGE>
   Net Income

     Income from continuing operations for the first nine months of
   1995 was $536 million compared with income from continuing
   operations of $435 million in the 1994 period.  The first nine
   months of 1994 net income includes income from continuing operations
   of $435 million, income from discontinued operations of $5 million
   and a charge of $13 million (net of income tax) relating to the
   cumulative effect of a change in accounting principle.

   Capital Expenditures

     Expenditures for plant, property and equipment from continuing
   operations for the first nine months of 1995 were $565 million
   compared with $328 million for the first nine months of 1994. 
   Increased expenditures for natural gas pipelines ($74 million),
   automotive parts ($75 million), shipbuilding ($30 million) and
   packaging ($61 million) were partially offset by the decline for
   farm and construction equipment ($3 million).

   Other Matters

     In March 1995, the Financial Accounting Standards Board issued
   Financial Accounting Standards No. 121 which establishes new
   accounting standards for the impairment of long-lived assets and for
   long-lived assets to be disposed of.  Tennessee will adopt the new
   standard in the first quarter of 1996 but does not expect that the
   adoption will have a material effect on Tennessee's consolidated
   financial position or results of operations.


























                                     20<PAGE>
   <PAGE>
                                  PART II

                             OTHER INFORMATION

   Item 1. Legal Proceedings.

     (1) Environmental Proceedings.

     The Company is a party in proceedings involving federal and state
   authorities regarding the past use by the Company of a lubricant
   containing polychlorinated biphenyls ("PCBs") in its starting air
   systems.

     The Company has executed a consent order with the United States
   Environmental Protection Agency ("EPA") governing the remediation of
   its compressor stations in Regions IV, V and VI. With respect to the
   stations in Regions II and III, EPA has advised the Company that it
   is deferring to the Pennsylvania and New York environmental agencies
   to specify the remediation requirements applicable to the Company.
   The Company has executed a consent order with the Pennsylvania
   Department of Environmental Resources dated August 1, 1995,
   governing remediation at the Pennsylvania stations; this consent
   order also obligates the Company to pay a civil penalty of $500,000.
   In addition, the Company has agreed to fund environmentally
   beneficial projects within the State of Pennsylvania over the next
   three years; those projects are expected to have a total cost to the
   Company of approximately $490,000. The Company will continue its
   negotiations with the New York Department of Environmental
   Conservation on remediation at the New York stations. The Company
   believes that the ultimate resolution of this matter will not have a
   material adverse effect on the financial condition or results of
   operations of the Company and its consolidated subsidiaries.

     (2) Other Proceedings.

     On October 14, 1993, the Company was sued in the State District
   Court of Ector County, Texas by ICA Energy, Inc. ("ICA") and
   TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and
   TransTexas contended that the Company had an obligation to purchase
   gas production which TransTexas thereafter attempted to add
   unilaterally to the reserves originally dedicated to a 1979 gas
   contract. On two subsequent occasions, TransTexas gave the Company
   notice that it was adding new production and/or acreage "to the
   contract." An amendment to the pleadings seeks $1.5 billion from the
   Company for alleged damages caused by the Company's refusal to
   purchase gas produced from the TransTexas leases covering the new
   production and lands. Neither ICA nor TransTexas were original
   parties to that contract. However, they contend that any stranger
   acquiring a fractional interest in the original committed reserves
   thereby obtains a right to add to the contract unlimited volumes of
   gas production from locations in South Texas. The Company filed a
   motion for summary judgment, asserting that the Texas statutes of
   frauds precluded the plaintiffs from adding new production or
   acreage to the contract. On May 4, 1995, the trial court granted the
   Company's motion for summary judgment; the plaintiffs have filed a
   notice of appeal.  Thereafter, ICA and TransTexas filed a motion for


                                     21<PAGE>
   <PAGE>
   summary judgment on a separate issue involving the term "committed
   reserves" and whether the Company has a contractual obligation to
   purchase gas produced from a lease not described in the gas
   contract.  On November 8, 1995, the trial court granted ICA's and
   TransTexas' motion in part.  That order, which is not final, also
   held that ICA's and TransTexas' rights are subject to certain
   limitations of the Texas Business and Commerce Code.  In addition to
   these defenses, which must be resolved at trial, the Company has
   other defenses which it has asserted and intends to pursue.  The
   November 8, 1995 ruling does not affect the trial court's previous
   May 4, 1995 order granting summary judgment to the Company.

     (3) Potential Superfund Liability.

     At September 30, 1995, the Company has been designated as a
   potentially responsible party in 54 "Superfund" sites. With respect
   to its pro rata share of the remediation costs of certain sites, the
   Company is fully indemnified by third parties. With respect to
   certain other sites, the Company has sought to resolve its liability
   through payments to the other potentially responsible parties. For
   the remaining sites, the Company has estimated its share of the
   remediation costs to be between $12 million and $69 million or 0.4
   percent to 2.5 percent of the total remediation costs for those
   sites and has provided reserves that it believes are adequate for
   such costs. Because the clean-up costs are estimates and are subject
   to revision as more information becomes available about the extent
   of remediation required, the Company's estimate of its share of
   remediation costs could change. Moreover, liability under the
   Comprehensive Environmental Response, Compensation and Liability Act
   is joint and several, meaning that the Company could be required to
   pay in excess of its pro rata share of remediation costs. The
   Company's understanding of the financial strength of other
   potentially responsible parties has been considered, where
   appropriate, in the Company's determination of its estimated
   liability.  The Company does not believe that the costs associated
   with its current status as a potentially responsible party in the
   Superfund sites described above will be material to its consolidated
   financial position or results of operations.

      For additional information concerning environmental matters, see
   Note 4 in the "Notes to Financial Statements" of Tennessee Gas
   Pipeline Company and Consolidated Subsidiaries.


   Item 6. Exhibits and Reports on Form 8-K.

      (a)   Exhibits.

          27--Financial Data Schedule

      (b)   Reports on Form 8-K. Tennessee Gas Pipeline Company did not
   file any Current Reports on Form 8-K during the quarter ended
   September 30, 1995.


                                     22<PAGE>
   <PAGE>


                                 SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of
   1934, the Registrant has duly caused this report to be signed on its
   behalf by the undersigned thereunto duly authorized.

                                        TENNESSEE GAS PIPELINE COMPANY




                                        By       ROBERT T. BLAKELY      
                                                Robert T. Blakely
                                          Senior Vice President--
                                            Principal Financial and
                                              Accounting Officer


   Date:  November 14, 1995





























                                     23<PAGE>
   <PAGE>
                                                              Exhibit 27

                   THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
            EXTRACTED FROM THE TENNESSEE GAS PIPELINE COMPANY AND CONSOLIDATED
           SUBSIDIARIES FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
                          REFERENCE TO SUCH FINANCIAL STATEMENTS.

               TENNESSEE GAS PIPELINE COMPANY AND CONSOLIDATED SUBSIDIARIES
                                  FINANCIAL DATA SCHEDULE
   <TABLE>
   <CAPTION>
                                                                    (Millions Except
                                                                     Per Share Data)  
                                                                         As of
                                                                   September 30, 1995
                                                                    and for the Nine
                                                                    Months Then Ended 

<S>                                                                     <C>
   Cash and cash items............................................      $   706
   Marketable securities..........................................            0
   Notes and accounts receivable--trade...........................          474
   Allowances for doubtful accounts...............................            0
   Inventory......................................................          999
   Total current assets...........................................        6,152
   Property, plant and equipment..................................       10,908
   Accumulated depreciation.......................................        5,598
   Total assets...................................................       13,700
   Total current liabilities......................................        2,479
   Bonds, mortgages and similar debt..............................          536
   Preferred stock--mandatory redemption..........................            0
   Preferred stock--no mandatory redemption.......................            0
   Common stock...................................................            0
   Other stockholders' equity.....................................        7,721
   Total liabilities and stockholders' equity.....................       13,700
   Net sales of tangible products.................................        6,454
   Total revenues.................................................        6,454
   Cost of tangible goods sold....................................        4,783
   Total costs and expenses applicable to sales and revenues......        4,783
   Other costs and expenses.......................................          852
   Provision for doubtful accounts and notes......................            0
   Interest and amortization of debt discount.....................          212
   Income before taxes and other items............................          932
   Income tax expense.............................................          370
   Income/loss continuing operations..............................          536
   Discontinued operations........................................            0
   Extraordinary items............................................            0
   Cumulative effect--changes in accounting principles............            0
   Net income or loss.............................................      $   536
   Earnings per share--primary....................................            0
   Earnings per share--fully diluted..............................            0
   /TABLE
<PAGE>