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                                                                   EXHIBIT 99(a)

DANA G. MEAD                 TENNECO
Chairman and                 1010 Milam
Chief Executive Officer      PO Box 2511
                             Houston, Texas 77252 2511
 
                             Tel 713 757 1111


                                             [LOGO OF TENNECO INC. APPEARS HERE]

February 2, 1996


Dear Shareowner:

     A few days ago Tenneco announced results for the fourth quarter and for all
of 1995.  Your company earned $4.16 per share in 1995, up 19 percent from $3.49
last year.  Our net income of $735 million was the highest since 1988 when the
oil company was sold; excluding that sale, the highest since 1981.  Our
Packaging and Automotive divisions both posted record years in operating income
and revenues.  The bottom line -- we are continuing to transform and grow value
in your company.  I've attached the entire press release.  Since it will be
several weeks before you receive the Annual Report, I wanted to give you a quick
update on Tenneco's future direction and our plans for building even more value
in Tenneco in 1996 and beyond.

     Looking to 1996 we anticipate that our revenues will grow to nearly $11
billion, up 20 percent,  and all of our businesses will show substantially
improved income.  We have succeeded in creating improved value in each of our
companies, as we said we would.  We now have a credible set of strategic options
available to us to realize more of that value, as we said we would.  We are
positioned to act once again -- and you can count on further strategic action
soon.  This commitment to early action is not a sea change in our strategy -- it
affirms the success of our strategy, which has enabled us to accelerate our
timetable for capturing value for you.

     For two years we have been deliberately refining specific strategic actions
and working to create the legal, financial and organizational flexibility to
enable Tenneco to maximize shareowner value.  We intend to act on a broad range
of options: spin-offs -- sales -- public offerings -- mergers -- joint ventures
and acquisitions until we are satisfied that our strategic mix and corporate
structure indeed maximize value.  These actions may include one, two or all of
our businesses.

     To put such actions in perspective it's useful to look back and consider
our progress.  In the autumn of 1991 Tenneco was a company in crisis.  Case
Corporation, our largest subsidiary at that time, was losing $1 billion a year
including restructuring charges and burdened by $3 billion of inventory,
bleeding the company's available cash.  Albright & Wilson was barely breaking
even in the highly volatile specialty chemicals business.  Newport News
Shipbuilding had no commercial business, did not have the new $3 billion carrier
contract, had no frigate program and was facing the complete loss of the future
submarine program.  Half of Tenneco's revenues were from cyclical businesses.
Our consolidated debt was over 80 percent of capital.  The company's value had
fallen to $3.9 billion by late 1991.  When the current management team arrived,
we faced a huge challenge, but acting on your behalf, our shareowners, we
managed to regain the confidence of the investment community, debt rating
agencies, our banks, customers and employees.
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     In late 1991, we set upon a three part strategy -- stop the decline,
restore our businesses and Tenneco to consistent profitability and lastly, to
build value in our businesses by virtue of performance, thereby creating options
to grow shareholder value going forward.  Our strategy is working.  We have
recorded four consecutive years of substantial growth in earnings per share.  We
have paid off $6 billion of debt, and our industrial debt ratio hit 44 percent
in the third quarter last year, the lowest in a decade.  We are generating cash
even as we reinvest $800 million a year in our businesses.  We increased the
dividend by 12.5 percent.  We have repurchased $646 million of Tenneco stock and
we are in the process of buying back 2.5 million more shares.  Revenues from
cyclical businesses are now less than a third of our sales.  In 1995 we created
$246 million of economic value added (EVA) in your company.  The company's
market value has grown to $8.9 billion, up over $5 billion in a little over four
years.

     We have moved aggressively on our strategy.  I assumed the additional task
of Chairman and CEO of Case Corporation in the fall of 1992.  Three months later
we launched a dramatic $920 million restructuring that led to what some
observers have called "the most dramatic industrial turnaround of the decade."
This was not the slash and burn, sell and forget strategy now in vogue -- this
was the fundamental rebuilding of a major American company -- a highly
successful one with an impressive payback for your restructuring investment.
Just seven months after the Case public stock offering in 1994, we sold Albright
& Wilson on the London Exchange receiving over $800 million for a company that
earned only $9 million in 1991. By the time we sell the remaining 21 percent of
Case stock we own, we will have realized over $4 billion in benefits -- value
created from a company we could not sell for $1 plus its debt four years
earlier.

     The $2.3 billion in proceeds from Case, A&W and other small non-core
dispositions have been invested in less cyclical, higher-margin, faster-growing
parts of our Packaging, Automotive and non-regulated Energy divisions.   We have
also used the money to continue to purchase Tenneco shares -- $700 million worth
by mid-1996.  The largest of our acquisitions has been the purchase of Mobil
Plastics division in late 1995 -- a terrific addition which was accretive to
earnings from the start, contributing $15 million to our 1995 results in only
six weeks.

     In business strategy and transformation, as in history, the past is
prologue.  Our past success is a strong platform for the future.  Looking ahead,
we must accelerate our efforts for realizing value for you and building value in
our stock price.  I am not satisfied that all we have accomplished and all the
value we have created have been adequately reflected in the market value of
Tenneco stock.  An analyst recently called Tenneco "A powerful unappreciated
restructuring story."  I will not be complacent about seeking appreciation, and
I will continue to insist that our management intensity and operational
performance yield the results that you deserve as owners of Tenneco.

     I appreciate your support.  We work to earn and to keep it.  Our overriding
goal is to build and achieve shareowner value.  Our interests are aligned with
yours; our compensation is keyed to the performance of Tenneco stock.  We will
do all we can to continue our progress and to merit the decision you have made
to own Tenneco.  I hope you will retain and add to your stake in your company.

Sincerely,

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