<PAGE>
 
                                                                    Exhibit 3(b)



                                    BY-LAWS

                                      of


                                 TENNECO INC.



                                  AS AMENDED
                               December 6, 1995
<PAGE>
 
                                    BY-LAWS
                                      OF
                                 TENNECO INC.


                                   ARTICLE I
                         STOCKHOLDERS PLACE OF MEETING

    Section 1.  All meetings of the stockholders of the Company shall be held at
such place or places, within or without the State of Delaware, as may from time
to time be fixed by the Board of Directors (the "Board"), or as shall be
specified or fixed in the respective notices or waivers of notice thereof.


                                 ANNUAL MEETING

    Section 2. The Annual Meeting of Stockholders shall be held on such date and
at such time as may be fixed by the Board and stated in the notice thereof, for
the purpose of electing directors and for the transaction of only such other
business as is properly brought before the meeting in accordance with these By-
Laws.

    To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before the Annual Meeting by a stockholder, the
stockholder must have been given timely notice thereof in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Company, not
less than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made, whichever
first occurs. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the Annual Meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the stockholder proposing such business, (iii) the class
and number of shares of the Company which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.

    Notwithstanding anything in these By-Laws to the contrary, no business shall
be transacted at the Annual Meeting except in accordance with the procedures set
forth in this Section, provided, however, that nothing in this Section shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the Annual Meeting.

    The Chairman of the Annual Meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
<PAGE>
 
                                       2


                                SPECIAL MEETING

    Section 3. Special meetings of the stockholders shall be called by the
Board. The business transacted at a special meeting shall be confined to the
purposes specified in the notice thereof. Special meetings shall be held at such
date and at such time as the Board may designate.


                               NOTICE OF MEETING

    Section 4. Written notice of each meeting of stockholders, stating the
place, date and hour of the meeting, and the purpose or purposes thereof, shall
be mailed not less than ten nor more than sixty days before the date of such
meeting to each stockholder entitled to vote thereat.


                                     QUORUM

    Section 5. Unless otherwise provided by statute, the holders of shares of
stock entitled to cast a majority of votes at a meeting, present either in
person or by proxy, shall constitute a quorum at such meeting. The Secretary of
the Company or in his absence an Assistant Secretary or an appointee of the
presiding officer of the meeting, shall act as the Secretary of the meeting.


                                     VOTING

    Section 6. Each stockholder entitled to vote at any meeting shall be
entitled to one vote, in person or by written proxy, for each share held of
record on the record date fixed as provided in Section 4 of Article V of these
By-Laws for determining the stockholders entitled to vote at such meeting.
Except as otherwise provided by statute or by the Certificate of Incorporation
or these By-Laws, the vote of a majority of any quorum shall be sufficient to
elect directors and to pass any resolution within the power of the holders of
all the outstanding shares.

    Election of directors need not be by ballot; provided, however, that by
resolution duly adopted, a vote by ballot may be required.


                                    PROXIES

    Section 7. Any stockholder entitled to vote upon any matter at any meeting
of stockholders may so vote by proxy. Every proxy shall be in writing (which
shall include telegraphing or cabling) subscribed by the stockholder or his duly
authorized attorney, and shall be dated, but need not be sealed, witnessed or
acknowledged. Proxies shall be delivered to the Secretary of the Company before
such meeting.


                                   INSPECTORS

    Section 8. At each meeting of the stockholders the polls shall be opened and
closed; the proxies and ballots shall be received and be taken in charge, and
all questions touching the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by three Inspectors,
two of whom shall have power to make a decision. Such Inspectors
<PAGE>
 
                                       3


shall be appointed by the Board before the meeting, or in default thereof by the
presiding officer at the meeting, and shall be sworn to the faithful performance
of their duties. If any of the Inspectors previously appointed shall fail to
attend or refuse or be unable to serve, substitutes shall be appointed by the
presiding officer.


                                   ARTICLE II
                               BOARD OF DIRECTORS

                          NUMBER; METHOD OF ELECTION;
                       TERMS OF OFFICE AND QUALIFICATION

    Section 1. The business and affairs of the Company shall be managed under
the direction of the Board. The number of directors which shall constitute the
whole Board shall be not less than eight nor more than sixteen and shall be
determined from time to time by resolution adopted by a majority of the whole
Board.

    The directors shall be divided into three classes, designated Class I, Class
II and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the whole Board. The
initial term for Class I directors shall expire at the annual meeting of
stockholders held in 1988; for Class II directors at the annual meeting of
stockholders held in 1989; for Class III directors at the annual meeting of
stockholders held in 1990. At each annual meeting of stockholders, successors to
the class of directors whose term expires at such annual meeting shall be
elected for a three year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director.

    A director shall hold office until the annual meeting for the year in which
his term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy on the Board that results from an increase in
the number of directors may be filled by a majority of the directors then in
office, provided that a quorum is present, and any other vacancy occurring in
the Board may be filled by a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director. Any director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his predecessor.

    Nominations of persons for election to the Board of the Company at the
Annual Meeting of Stockholders may be made at a meeting of stockholders by or at
the direction of the Board of Directors by any nominating committee or person
appointed by the Board or by any stockholder of the Company entitled to vote for
the election of directors at the meeting who complies with the notice procedures
set forth in this Article II. Such nominations, other than those made by or at
the direction of the Board, shall be made pursuant to timely notice in writing
to the Secretary of the Company. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Company not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 65 days' notice or prior
<PAGE>
 
                                       4


public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 15th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
first occurs. Such stockholder's notice to the Secretary shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, (i) the name, age, business address and residence of
the person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the Company which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14A under the Securities Exchange Act of
1934 as amended; and (b) as to the stockholder giving the notice (i) the name
and record address of the stockholder and (ii) the class and number of shares of
capital stock of the Company which are beneficially owned by the stockholder.
The Company may require any proposed nominee to furnish such other information
as may reasonably be required by the Company to determine the eligibility of
such proposed nominee to serve as director of the Company. No person shall be -
eligible for election as a director of the Company at the Annual Meeting of
Stockholders unless nominated in accordance with the procedures set forth
herein. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

    Any director may resign his office at any time by delivering his resignation
in writing to the Company, and the acceptance of such resignation unless
required by the terms thereof shall not be necessary to make such resignation
effective.

    No director who shall have attained the age of 72 shall be eligible for
reelection as a director of the Company.

    As used in these By-Laws, the term "Director Emeritus" shall include only
those persons who were serving in such capacity on January 1, 1988. A Director
Emeritus shall not have the right to vote as a director, but shall be entitled
to attend directors' meetings in a consultant capacity and to receive such fees
therefor as the Board may from time to time determine.

    A Director Emeritus shall be eligible for appointment by the Chief Executive
Officer, subject to ratification by the Board, to act as a member of Committees
of the Board, with such authority as shall be provided for in his appointment to
any such Committee, provided that such appointment shall terminate on the
December 31 next following such appointment and shall be subject to termination
at any time by the Chief Executive Officer, subject also to approval by the
Board. A Director Emeritus so appointed to a Committee of the Board while so
acting shall be entitled to receive notices of all meetings of and to receive
such compensation therefor as the Board may determine.


                                    MEETINGS

    Section 2. The Board may hold its meetings and have an office in such place
or places within or without the State of Delaware as the Board by resolution
from time to time may determine.
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                                       5


    The Board may in its discretion provide for regular or stated meetings of
the Board. Notice of regular or stated meetings need not be given. Special
meetings of the Board shall be held whenever called by direction of the Chief
Executive Officer, the President or any two of the directors. The Secretary
shall give notice of any special meeting by mailing the same at least three
days, or by telegraphing or telephoning the same at least one day, before the
meeting to each director; but such notice may be waived by any director. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

    At any meeting at which every director shall be present, even though without
notice, any business may be transacted. No notice of any adjourned meeting need
be given.

    The Board shall meet immediately after election, following the Annual
Meeting of Stockholders, for the purpose of organizing, for the election of
corporate officers as hereinafter specified, and for the transaction of any
other business which may come before it. No notice of such meeting shall be
necessary.

    Prior to the date of the Annual Meeting of Stockholders an annual report of
the operations of the Company during the preceding fiscal year shall be
submitted to the Board, which reports shall include consolidated statements of
income and expenditures, and a balance sheet showing the consolidated financial
condition of the Company and its consolidated subsidiaries at the close of such
fiscal year.


                                     QUORUM

    Section 3. Except as otherwise expressly required by these By-Laws or by
statute, a majority of the directors then in office shall be present at any
meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of the directors present at
any such meeting at which a quorum is present shall be necessary for the passage
of any resolution or for an act to be the act of the Board. In the absence of a
quorum, a majority of the directors present may adjourn such meeting from time
to time until a quorum shall be present. Notice of any adjourned meeting need
not be given.


                       COMPENSATION OF BOARD OF DIRECTORS

    Section 4. Each director (other than a director who is a salaried officer of
the Company or of any subsidiary company), in consideration of his serving as
such, shall be entitled to receive from the Company such amount per annum and
such fees for attendance at meetings of the Board or of any Committee, or both,
as the Board shall from time to time determine. The Board may likewise provide
that the Company shall reimburse each director or member of a Committee for any
expenses incurred by him on account of his attendance at any such meeting.
Nothing contained in this Section shall be construed to preclude any director
from serving the Company in any other capacity and receiving compensation
therefor. As used in this Section 4, the term "Committee" shall include the
Board of Managers of Tenneco Foundation.

    Fees with respect to Directors Emeriti and ex officio members of any
Committee of the Board shall also be established by the Board.
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                                       6


                                  ARTICLE III
                            COMMITTEES OF THE BOARD
                                   COMMITTEES

    Section 1. The Board shall elect from the directors by the affirmative vote
of a majority of the whole Board an Executive Committee, an Audit Committee, a
Compensation Committee and any other Committee which the Board may by resolution
prescribe. Any such other Committee shall be comprised of such persons and shall
possess such authority as shall be set forth in such resolution.


                                   PROCEDURE

    Section 2. (1) Each Committee shall fix its own rules of procedure and shall
meet where and as provided by such rules. Unless otherwise stated in these By-
Laws, a majority of a Committee shall constitute a quorum.

    (2) In the absence or disqualification of a member of any Committee, the
members of such Committee present at any meeting, and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Fees in connection with such appointments shall be
established by the Board.


                              REPORTS TO THE BOARD

    Section 3. All completed actions by the Executive, Audit and Compensation
Committees shall be reported to the Board at the next succeeding Board meeting
and shall be subject to revision or alteration by the Board, provided, that no
acts or rights of third parties shall be affected by any such revision or
alteration.


                              EXECUTIVE COMMITTEE

    Section 4. The Board shall elect an Executive Committee comprised of the
Chief Executive Officer and not less than four additional members of the Board.
During the interval between the meetings of the Board, the Executive Committee
shall possess and may exercise all the powers of the Board in the management and
direction of all the business and affairs of the Company (except the matters
hereinafter assigned to the Compensation Committee) including, without
limitation, the power and authority to declare dividends and to authorize the
issuance of stock, in such manner as the Executive Committee shall deem best for
the interests of the Company in all cases in which specific directions shall not
have been given by the Board.


                             COMPENSATION COMMITTEE

    Section 5. The Board shall elect a Compensation Committee consisting of at
least four members of the Board, none of whom shall be officers or employees of
the Company or of any subsidiary company. The Board shall appoint a Chairman of
such Committee who shall be one of its members. The Compensation Committee shall
have such authority and duties as the Board by resolution shall prescribe.
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                                       7


                                AUDIT COMMITTEE

    Section 6. The Board of Directors shall elect from among its members an
Audit Committee of at least three members. The Board shall appoint a Chairman of
said Committee who may be one of its members or such other person as the Board
may appoint. The Audit Committee shall have such authority and duties as the
Board by resolution shall prescribe. In no event shall a director who is also an
officer or employee of the Company or any of its subsidiary companies serve as a
member of such Committee. The Chief Executive Officer shall be an ex officio
member of such Committee.


                                   ARTICLE IV
                                    OFFICERS
                               GENERAL PROVISIONS

    Section 1. The corporate officers of the Company shall consist of the
following: a Chairman and/or a President, one of whom shall be designated Chief
Executive Officer and each of whom shall be chosen from the Board; one or more
Vice Chairman, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents and Assistant Vice Presidents; a General Counsel, a Secretary, one or
more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a
Controller, and such other officers as the Board of Directors may from time to
time designate. Insofar as permitted by statute, the same person may hold two or
more offices.

    The Chairman and/or President, each Vice Chairman, Executive Vice President,
Senior Vice President and Vice President, the Secretary and the Treasurer shall
be elected by the Board. Each such officer shall hold office until his successor
is elected or appointed and qualified or until his earlier death, resignation or
removal.

    Any officer may be removed, with or without cause, at any time by the Board.

    A vacancy in any office may be filled for the unexpired portion of the term
in the same manner as provided in these By-Laws for election or appointment to
such office.


                POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER

    Section 2. The Chief Executive Officer shall have general charge and
management of the affairs, property and business of the Company, subject to the
Board, the Executive Committee and the provisions of these By-Laws. The Chief
Executive Officer or in his absence such other individual as the Board may
select, shall preside at all meetings of the stockholders. He shall also preside
at meetings of the Board and the Executive Committee, and in his absence the
Board or the Executive Committee shall appoint one of their number to preside.

    The Chief Executive Officer shall perform all duties assigned to him in
these By-Laws and such other duties as may from time to time be assigned to him
by the Board. He shall have the power to appoint and remove, with or without
cause, such officers, other than those whose election is provided for in these
By-Laws, as in his judgment may be necessary or proper for the transaction of
the business of the Company, and shall determine their duties, all subject to
ratification by the Board.
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                                       8


                      POWERS AND DUTIES OF OTHER OFFICERS

    Section 3. The Chairman shall perform such duties as may from time to time
be assigned to him by the Board, the Executive Committee or the Chief Executive
Officer.

    Section 4. Each Vice Chairman shall perform such duties as may from time to
time be assigned to him by the Board, the Executive Committee or the Chief
Executive Officer.

    Section 5. The President shall perform such duties as may from time to time
be assigned to him by the Board, the Executive Committee or the Chief Executive
Officer.

    Section 6. Each Executive Vice President shall perform such duties as may
from time to time be assigned to him by the Board, the Executive Committee or
the Chief Executive Officer.

    Section 7. Each Senior Vice President shall perform such duties as may from
time to time be assigned to him by the Board, the Executive Committee or the
Chief Executive Officer.

    Section 8. Each Vice President and Assistant Vice President shall perform
such duties as may from time to time be assigned to him by the Board, the
Executive Committee, the Chief Executive Officer or an Executive Vice President.

    Section 9. The General Counsel shall have general supervision and control of
all of the Company's legal business. He shall perform such other duties as may
be assigned to him by the Board, the Executive Committee or the Chief Executive
Officer.

    Section 10. The Secretary or an Assistant Secretary shall record the
proceedings of all meetings of the Board and/or of the Executive Committee of
the Board, and of the stockholders, in books kept for that purpose. The
Secretary shall be the custodian of the corporate seal, and he or an Assistant
Secretary shall affix the same to and countersign papers requiring such acts;
and he and the Assistant Secretaries shall perform such other duties as may be
required by the Board, the Executive Committee or the Chief Executive Officer.

    Section 11. The Treasurer and Assistant Treasurers shall have care and
custody of all funds of the Company and disburse and administer the same under
the direction of the Board, the Executive Committee or the Chief Executive
Officer and shall perform such other duties as the Board, the Executive
Committee or the Chief Executive Officer shall assign to them.

    Section 12. The Controller shall maintain adequate records of all assets,
liabilities and transactions of the Company and see that audits thereof are
currently and regularly made; and he shall perform such other duties as may be
required by the Board, the Executive Committee or the Chief Executive Officer.


                           SALARIES AND APPOINTMENTS

    Section 13. The salaries of corporate officers shall be fixed by the
Compensation Committee provided for in Section 5 of Article III hereof, except
that the fixing of salaries below certain levels, determinable from time to time
by the Compensation Committee of the Board, may in the discretion of the
Committee be delegated to the Chief Executive Officer, subject to the approval
of the Board.
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                                       9


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 14. Each person who is or was a director or officer of the Company,
or who serves or may have served at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of such
person) and who was or is a party or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or proceeding, whether
criminal, civil, administrative or investigative, including appeals, shall be
indemnified by the Company as a matter of right to the full extent permitted or
authorized by the General Corporation Law of Delaware, as it may from time to
time be amended, against any expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
his capacity as a director or officer, or arising out of his status as a
director or officer. Each person who is or was an employee or agent of the
Company, or who serves or may have served at the request of the Company as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including the heirs, executors, administrators or estate of
such person) may, at the discretion of the Board, be indemnified by the Company
to the same extent as provided herein with respect to directors and officers of
the Company.

    The Company may, but shall not be obligated to, maintain insurance at its
expense, to protect itself and any person who is or was a director, officer,
employee or agent of the Company, or is or was serving as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such. The Company may, but
shall not be obligated to, pay expenses incurred in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding.

    The indemnification provided by this Section 14 shall not be exclusive of
any other rights to which those seeking indemnification may be entitled as a
matter of law or under any agreement, vote of stockholders or disinterested
directors or otherwise.


                                   ARTICLE V
                                 CAPITAL STOCK
                             CERTIFICATES OF STOCK

    Section 1. Certificates of stock certifying the number of shares owned shall
be issued to each stockholder in such form not inconsistent with the Certificate
of Incorporation as shall be approved by the Board. Such certificates of stock
shall be numbered and registered in the order in which they are issued and shall
be signed by the Chairman, the President or a Vice President, and by the
Secretary or an Assistant Secretary. Any and all the signatures on the
certificates may be a facsimile.


                               TRANSFER OF SHARES

    Section 2. Transfers of shares shall be made only upon the books of the
Company by the holder, in person, or by power of attorney duly executed and
filed with the Secretary of the Company, and on the surrender of the certificate
or certificates of such shares, properly assigned. The Company may, if and
<PAGE>
 
                                       10


whenever the Board shall so determine, maintain one or more offices or agencies,
each in charge of an agent designated by the Board, where the shares of the
capital stock of the Company shall be transferred and/or registered. The Board
may also make such additional rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Company.


                     LOST, STOLEN OR DESTROYED CERTIFICATES

    Section 3. The Company may issue a new certificate of capital stock of the
Company in place of any certificate theretofore issued by the Company, alleged
to have been lost, stolen or destroyed, and the Company may, but shall not be
obligated to, require the owner of the alleged lost, stolen or destroyed
certificate, or his legal representatives, to give the Company a bond sufficient
to indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate, as the officers of the Company may, in their discretion,
require.


                             FIXING OF RECORD DATE

    Section 4. In order that the Company may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less that 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. A determination of stockholders entitled to notice of or to vote at a
meeting of the stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.


                                   ARTICLE VI
                          CONSENTS TO CORPORATE ACTION
                                  RECORD DATE

    Section 1. The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be as fixed by
the Board or as otherwise established under this Section. Any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall by written notice addressed to the Secretary and
delivered to the Company, request that a record date be fixed for such purpose.
The Board may fix a record date for such purpose which shall be no more than 10
days after the date upon which the resolution fixing the record date is adopted
by the Board and shall not precede the date such resolution is adopted. If the
Board fails within 10 days after the Company receives such notice to fix a
record date for such purpose, the record date shall be the day on which the
first written consent is delivered to the Company in the manner described in
Section 2 below unless prior action by the Board is required under the General
Corporation Law of Delaware, in which event the record date shall be at the
close of business on the day on which the Board adopts the resolution taking
such prior action.
<PAGE>
 
                                       11


                                   PROCEDURES

    Section 2. Every written consent purporting to take or authorizing the
taking of corporate action and/or related revocations (each such written consent
and related revocation is referred to in this Article VI as a "Consent") shall
bear the date of signature of each stockholder who signs the Consent, and no
Consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated Consent delivered in the manner
required by this Section 2, Consents signed by a sufficient number of
stockholders to take such action are delivered to the Company.

    A Consent shall be delivered to the Company by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Company having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery to the Company's registered
office shall be made by hand or by certified or registered mail, return receipt
requested.

    In the event of the delivery to the Company of a Consent, the Secretary of
the Company shall provide for the safekeeping of such Consent and shall promptly
conduct such ministerial review of the sufficiency of the Consents and of the
validity of the action to be taken by shareholder consent as he deems necessary
or appropriate, including, without limitation, whether the holders of a number
of shares having the requisite voting power to authorize or take the action
specified in the Consent have given consent; provided, however, that if the
corporate action to which the Consent relates is the removal or replacement of
one or more members of the Board, the Secretary of the Company shall promptly
designate two persons, who shall not be members of the Board, to serve as
Inspectors with respect to such Consent and such Inspectors shall discharge the
functions of the Secretary of the Company under this Section 2. If after such
investigation the Secretary or the Inspectors (as the case may be) shall
determine that the Consent is valid and that the action therein specified has
been validly authorized, that fact shall forthwith be certified on the records
of the Company kept for the purpose of recording the proceedings of meetings of
stockholders, and the Consent shall be filed in such records, at which time the
Consent shall become effective as stockholder action. In conducting the
investigation required by this Section 2, the Secretary or the Inspectors (as
the case may be) may, at the expense of the Company, retain special legal
counsel and any other necessary or appropriate professional advisors, and such
other personnel as they may deem necessary or appropriate, to assist them, and
shall be fully protected in relying in good faith upon the opinion of such
counsel or advisors.


                                  ARTICLE VII
                                 MISCELLANEOUS
                             DIVIDENDS AND RESERVES

    Section 1. Dividends upon the capital stock of the Company may be declared
as permitted by law by the Board or the Executive Committee at any regular or
special meeting. Before payment of any dividend or making any distribution of
profits, there may be set aside out of the surplus or net profits of the Company
such sum or sums as the Board or the Executive Committee, from time to time, in
their absolute discretion think proper as a reserve fund to meet contingencies,
or for such other purposes as the Board or Executive Committee shall think
conducive to the interests of the Company, and any reserve so established may be
abolished and restored to the surplus account by like action of the Board or the
Executive Committee.
<PAGE>
 
                                       12


                                      SEAL

    Section 2. The seal of the Company shall bear the corporate name of the
Company, the year of its incorporation and the words "Corporate Seal, Delaware".


                                     WAIVER

    Section 3. Whenever any notice whatever is required to be given by statute
or under the provisions of the Certificate of Incorporation or these By-Laws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                  FISCAL YEAR

    Section 4. The fiscal year of the Company shall begin with January first and
end with December thirty-first.


                                  RATIFICATION

    Section 5. Any transaction questioned in any stockholders derivative suit on
the ground of lack of authority, defective or irregular execution, adverse
interest of director, officer or stockholder, nondisclosure, miscomputation, or
the application of improper principles or practices of accounting may be
ratified before or after judgment, by the Board or by the stockholders; and, if
so ratified, shall have the same force and effect as if the questioned
transaction had been originally duly authorized, and said ratification shall be
binding upon the Company and its stockholders and shall continue as a bar to any
claim or execution of any judgment in respect of such questioned transaction.


                                   AMENDMENTS

    Section 6. The Board from time to time shall have the power to make, alter,
amend or repeal any and all of these By-Laws, but any By-Laws so made, altered,
amended or repealed by the Board may be amended, altered or repealed by the
stockholders.


                                 CERTIFICATION

    The undersigned hereby certifies that he is the duly elected and acting
__________ Secretary of TENNECO INC., a Delaware corporation, and the keeper of
its corporate records and minutes. The undersigned further hereby certifies that
the above and foregoing is a true and correct copy of the By-Laws of said
Company, as in force at the date hereof.

    WITNESS the hand of the undersigned and the seal of said Company, this
day of       ,              .


                              ________________________________________
                              ______________________ Secretary