<PAGE>
   <PAGE>
   ________________________________________________________________________
   ________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                __________________

                                   FORM 10-K

            [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1995
                                        OR
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 0-15095

                         TENNECO CREDIT CORPORATION
              (Exact name of registrant as specified in its charter)

                       Delaware                             76-0010368
                (State or other jurisdiction             (I.R.S. Employer
              of 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

           Securities registered pursuant to Section 12(b) of the Act:

   <TABLE>
   <CAPTION>
                                                  
                                                      Name of Each Exchange
       Title of Each Class                             on which Registered 
   <S>                                                <C>
   9 1/4% Notes due 1996; 10 1/8% Notes due 1997;
     9 5/8% Notes due 2001.......................     New York Stock Exchange
   </TABLE>
           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $5.00 per share

       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 [ ]

       State the aggregate market value of the voting stock held by non-
   affiliates of the registrant.  The aggregate market value shall be
   computed by reference to the price at which the stock was sold, or the
   average bid and asked prices of such stock, as of a specified date within
   60 days prior to the date of filing.

                                       None

       Indicate the number of shares outstanding of each of the registrant's
   classes of common stock, as of the latest practicable date.  Common Stock,
   par value $5 per share, 200 shares outstanding as of March 13, 1996.

       TENNECO CREDIT CORPORATION MEETS THE CONDITIONS OF GENERAL INSTRUCTION
   J(1)(a) AND (b) TO THE FORM 10-K AND IS THEREFORE FILING THIS REPORT WITH
   A REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.

                    Documents Incorporated By Reference:  None

________________________________________________________________________
________________________________________________________________________
<PAGE>
<PAGE>
                                    TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          Page

<S>                                                                         <C>
PART I
  Item 1   Business....................................................     1
  Item 2.  Properties..................................................     6 
  Item 3.  Legal Proceedings...........................................     6 
  Item 4.  Submission of Matters to a Vote of Security Holders.........     *

PART II
  Item 5.  Market for the Registrant's Common Equity and Related
             Stockholder Matters.......................................     6
  Item 6.  Selected Financial Data.....................................     *
  Item 7.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations.......................     6 
  Item 8.  Financial Statements and Supplementary Data.................    10
             Index to Financial Statements of Tenneco Credit 
               Corporation and Consolidated Subsidiaries...............    10
  Item 9.  Changes in and Disagreements with Accountants on Accounting 
             and Financial Disclosure..................................    23

PART III
  Item 10. Directors and Executive Officers of the Registrant..........     *
  Item 11. Executive Compensation......................................     *
  Item 12. Security Ownership of Certain Beneficial Owners and
             Management................................................     *
  Item 13. Certain Relationships and Related Transactions..............     *

PART IV
  Item 14. Exhibits, Financial Statement Schedules and Reports 
           on Form 8-K.................................................    23
           Financial Statements Included in Item 8.....................    23
           Index to Financial Statements and Schedules Included in
             Item 14...................................................    23
           Schedules Omitted as Not Required or Inapplicable...........    23
           Reports on Form 8-K.........................................    24
           Exhibits....................................................    24
</TABLE>
__________

   *   No response to this item is included herein for the reason that no
       response is required pursuant to the reduced disclosure format
       permitted by General Instruction J to Form 10-K.




                                        i<PAGE>
   <PAGE>
                                      PART I

                            TENNECO CREDIT CORPORATION

   ITEM 1. Business.

      Tenneco Credit Corporation (the "Company") was incorporated in 1981
   under the laws of the State of Delaware and commenced operations on
   October 1, 1984.  All of the issued and outstanding capital stock of the
   Company is owned by Tenneco Inc.  The business of the Company relates
   primarily to financing, on a nonrecourse basis, receivables of Tenneco
   Inc. and its subsidiaries ("Tenneco").

      The Company's headquarters are located at 1010 Milam, Houston, Texas
   77002.  The Company has no employees, and employees of Tenneco Management
   Company, a subsidiary of Tenneco Inc., render all services to the Company
   that are necessary for the conduct of its operations.

   Purchase of Receivables

      The Company has entered into an agreement (the "Operating Agreement")
   with subsidiaries of Tenneco Inc. ("Tenneco Subsidiaries") pursuant to
   which it buys trade receivables generated by the Tenneco Subsidiaries from
   the sale of goods or services.  Each Tenneco Subsidiary, as the Company's
   agent, makes collections of, and otherwise services, receivables sold by
   it to the Company.  Tenneco Inc., the parent of the Company, has entered
   into a Performance Agreement for the benefit of the Company in which it
   agreed to cause the Tenneco Subsidiaries to perform their obligations
   under the Operating Agreement.  Additionally, pursuant to an Investment
   Agreement between the Company and Tenneco Inc., Tenneco Inc. agreed to
   provide financial support to the Company if the Company does not satisfy
   certain financial tests.  For additional information concerning these
   agreements, see "Relationship with Tenneco Inc.--Performance Agreement"
   and "--Investment Agreement."  Because a significant amount of the long-
   term debt owed by the Company will mature after the maturity of a
   significant amount of the long-term receivables held by the Company, the
   Company believes that it will be necessary for Tenneco Inc. to provide
   financial support, under the provisions of the contractual agreements, in
   future periods.

      The Company has also purchased from time to time receivables and other
   assets from subsidiaries of Tenneco Inc. on terms different from those set
   forth in the Operating Agreement.

      Prior to June 1994, Case Corporation ("Case") sold all of its domestic
   retail receivables to the Company.  Those receivables arose from sales by
   stores owned by Case and sales through independent dealers.  As an
   incentive to dealers to assist in assuring the collectibility of their
   receivables, the purchase price discount included an amount for possible
   losses that may arise from their receivables.  This portion of the
   discount became payable to the dealers as their receivables were collected
   and was recorded by the Company as a dealers' reserve.  Any loss arising
   from the uncollectibility of a dealer's receivables was charged against
   this dealer's reserve to the extent of the reserve; any losses in excess
   of the dealer's reserve are recorded as a loss by the Company.  During the
   years 1991 through 1995, there were no credit losses recorded by the
   Company in excess of the dealer's reserve.

      Prior to June 1994, Case and its subsidiaries were wholly-owned
   subsidiaries of Tenneco Inc.  On June 23, 1994, pursuant to a
   Reorganization Agreement dated as of that date, Case acquired the business
   and assets of the farm and construction equipment business of Tenneco (the
   "Reorganization") and Tenneco Inc. and certain of its subsidiaries
   acquired all of the outstanding common stock of Case and (subject to a
   legally binding commitment to sell) 100% of Case's Series A Cumulative
   Convertible Preferred Stock.  Subsequent to the Reorganization, Tenneco
   Inc. and its subsidiaries sold an aggregate of approximately 79% of the
   outstanding shares of Case in an initial public offering and two secondary
   public offerings.  Also, in June 1994, the subsidiaries of Tenneco Inc.
   that owned the Series A Cumulative Convertible Preferred Stock sold such
   shares to unaffiliated investors in a private offering.  In March 1996,
   Tenneco Inc. and its subsidiaries sold all their remaining Case shares.

                                        1<PAGE>
   <PAGE>
      As part of the Reorganization, the Company retained ownership of
   approximately $1.2 billion of Case's United States retail receivables and
   related debt existing at the time of the Reorganization that is not
   redeemable prior to maturity.  Since the Reorganization, United States
   retail finance activity has been conducted by Case's United States finance
   subsidiary.  Case services the retail receivables retained by the Company,
   for which it receives a monthly servicing fee based on the amount of net
   receivables outstanding at the beginning of each month.  At December 31,
   1995, approximately $509 million of the retail receivables related to Case
   remained outstanding.

      Under the Operating Agreement, the Company purchases trade receivables
   at prices agreed to by it and the Tenneco Subsidiaries at the time of
   sale.  The purchase prices have historically been primarily as follows:

          Case.  The purchase prices for Case retail receivables were set at
          levels intended to provide an appropriate market yield to the
          Company above the Company's cost of funds. The average yield for
          1995 on retail receivables purchased from Case was 10.4%, up from
          10.1% in 1994.

          Other Tenneco Subsidiaries.  The face amount of the trade
          receivables purchased less a discount based upon the prime rate plus
          25 basis points.   The discount rate charged on short-term trade
          receivables purchased from Tenneco ranged from 8.75% to 9.25% during
          1995 and from 5.75% to 8.75% during 1994.

      Maturities of receivables purchased by the Company, which are not
   restricted by the Operating Agreement, are primarily as follows:

          Case.   Retail receivables purchased from Case generally had
          original maturities ranging from 24 months to 60 months.  As of
          December 31, 1995, the weighted average remaining life to maturity
          of retail receivables purchased from Case was approximately 28
          months.  The Case receivables retained by the Company will be
          substantially liquidated by 1999.

          Other Tenneco Subsidiaries.  Most trade accounts receivable
          purchased from other Tenneco Subsidiaries mature in 30 to 60 days.

   As stated above, the Company believes that it will be necessary for
   Tenneco Inc. to provide financial support, under the provisions of the
   contractual agreements, in future periods.

      Sales of receivables to the Company under the Operating Agreement are
   without recourse to the selling Tenneco Subsidiaries.  Reference is made
   to the caption "Tenneco Subsidiaries and Case" for a discussion of the
   businesses which generate the trade receivables purchased by the Company.


                                        2<PAGE>
   <PAGE>
      As of December 31, 1995, and December 31, 1994, the Company held the
   following trade notes and accounts receivable generated by (i) Case and
   (ii) Tenneco business segments:

   <TABLE>
   <CAPTION>
                                                         (Thousands)
                                                         December 31,    
                                                    -----------------------
                                                      1995         1994        
                                                    ----------   ----------
   <S>                                              <C>          <C>   
   Gross Receivables
      Case........................................  $  509,480   $  882,817
      Energy......................................     121,954      259,911
      Packaging...................................      69,488      208,630
      Automotive..................................      74,277      175,245
                                                    ----------   ----------
        Subtotal..................................     775,199    1,526,603

   Less:  Unearned Finance Charges
      Case........................................      63,188      134,955
      Energy......................................         586        1,158
      Packaging...................................         365          815
      Automotive..................................         266          572
                                                    ----------   ----------
        Subtotal..................................      64,405      137,500
   Less:  Allowance for Doubtful Accounts--Case..        7,991        9,554     
                                                    ----------   ----------

      Net Receivables.............................  $  702,803   $1,379,549    
                                                    ==========   ==========
</TABLE>

      See Note 4 to the Financial Statements of Tenneco Credit Corporation and
   Consolidated Subsidiaries for an analysis of the maturities of the trade
   notes and accounts receivable held by the Company on December 31, 1995. 
   See also the "Outlook" section of Item 7. "Management's Discussion and
   Analysis of Financial Condition and Results of Operations," for a
   discussion of the Company's assessment of its viability following the
   liquidation of substantially all of the Case retail receivables in 1999.

      In addition to purchasing trade receivables under the Operating
   Agreement, the Company has acquired, and may acquire in the future,
   various long-term receivables from non-affiliated companies.  Purchases of
   these long-term receivables are negotiated on an arm's length basis by the
   Company and the seller at the time of purchase.

   Tenneco Subsidiaries and Case

      As of December 31, 1995, the Company held trade notes and accounts
   receivable purchased under the Operating Agreement from eleven Tenneco
   Subsidiaries, including subsidiaries in Tenneco's Energy, Automotive and
   Packaging divisions.  The information below is provided with respect to
   those Tenneco Subsidiaries from which the Company has purchased or expects
   to purchase a substantial amount of accounts and notes receivable.

      The principal business operations of Tenneco's Automotive division are
   Walker Manufacturing Company and Monroe Auto Equipment Company.  Walker
   Manufacturing Company and its affiliates ("Walker") manufacture a variety
   of automotive exhaust systems and emission control products.  Walker's
   products are sold to automotive manufacturers for use as original
   equipment and to wholesalers and retailers for sale as replacement
   equipment.  Monroe Auto Equipment Company and its affiliates are engaged
   principally in the design, manufacture and distribution of original
   equipment and replacement ride control products.

       Tenneco's Energy division principally consists of Tennessee Gas
   Pipeline Company ("Tennessee") and other subsidiaries who transport gas
   for, or sell gas to, primarily transmission and distribution companies. 
   Its multiple-line interstate natural gas transmission system begins in the
   gas-producing areas of Texas and Louisiana, including the continental
   shelf of the Gulf of Mexico, and extends into the northeastern section of
   the United States, including the New York City and Boston metropolitan
   areas.
                                        3<PAGE>
   <PAGE>
      Tenneco's Packaging division is involved in the manufacture and sale of
   containerboard, paperboard, corrugated shipping containers, folding
   cartons, disposable plastic and aluminum containers, molded fiber products
   and other related products. Its shipping container products are used in
   the packaging of food, paper products, metal products, rubber and
   plastics, automotive products and point of purchase displays. Its folding
   cartons are used in the packaging of soap and detergent, food products and
   a wide range of other consumer goods. Uses for its molded fiber products
   include produce and egg packaging, food service items and institutional
   and consumer disposable dinnerware, as well as a wide range of other
   consumer and industrial goods. Its disposable plastic and aluminum
   containers are sold to the food service, food processing and related
   industries.

      During 1995, Tenneco's Packaging division acquired the plastics division
   of Mobil Corporation.  The plastics business is the largest North American
   producer of polyethylene and polystyrene consumer and food service
   packaging products.  Subsequent to the acquisition, certain receivables of
   the plastics business have been purchased by the Company under the terms
   of the Operating Agreement.

      Case and its subsidiaries, which are no longer subsidiaries of the
   Company, manufacture a full line of farm equipment and light- and medium-
   sized construction equipment.  Prior to June 30, 1994, Case and its
   subsidiaries were wholly-owned subsidiaries of Tenneco Inc.  See "Purchase
   of Receivables" above.  As part of the Reorganization, the Company
   retained ownership of approximately $1.2 billion of Case's United States
   retail receivables and related debt existing at the time of the
   Reorganization that is not redeemable prior to maturity.  Since the
   Reorganization, United States retail finance activity has been conducted
   by Case's United States finance subsidiary.

   Other Investments

      The Company owns a 95% limited partner interest in a partnership that
   owns a multifuel boiler that is leased to Tenneco Packaging for use in its
   paper mill at Counce, Tennessee, pursuant to an agreement designed to
   return to the Company its investment and a return on investment during the
   term of the lease.  The remaining 5% interest in this partnership is owned
   by Tenneco InterAmerica Inc., an indirect wholly-owned subsidiary of
   Tenneco Inc., which is also the general partner of this partnership.

   Relationship with Tenneco Inc.

      The Company's business is substantially dependent upon the level of
   operations conducted by the Tenneco Subsidiaries.  Accordingly, lower
   levels of sales from such operations could result in a reduction in the
   level of finance operations of the Company.  See "Purchase of Receivables"
   above.

      The agreements described below have been entered into by or among
   Tenneco Inc., the Company and the Tenneco Subsidiaries and relate to the
   operations of the Company.  These agreements, which are governed by New
   York law, are enforceable by holders of the Unaffiliated Debt (as defined
   in the Investment Agreement described below).  The following are summaries
   of certain provisions contained in such agreements, copies of which are
   filed as exhibits to this annual report.  Such summaries do not purport to
   be complete descriptions of all the terms and provisions of such
   agreements, and reference is made to such agreements for the complete
   terms and provisions thereof.

      Operating Agreement

      The Operating Agreement, as amended and restated as of June 15, 1988,
   provides that purchases from the Tenneco Subsidiaries of notes and
   accounts receivable owed to the Tenneco Subsidiaries by third parties will
   be made by the Company at a purchase price equal to the amount of such
   receivables less a discount determined by the parties at the time of the
   sale.  Historically, the discount rate has been based on the prevailing
   prime rate at the time of sale plus 25 basis points.   Under the Operating
   Agreement, the selling Tenneco Subsidiaries are required to collect the
   receivables on behalf of the Company and remit the proceeds to it promptly
   after collection.  From time to time, additional subsidiaries of Tenneco
   Inc. may become parties to the Operating Agreement and begin selling
   receivables to the Company.

      The Operating Agreement contains representations and warranties of the
   Tenneco Subsidiaries to the effect that (i) the amount of receivables
   purchased will be true and correct at the time of purchase; (ii) at the
   time of assignment, each receivable will be recorded on the books of 

                                        4<PAGE>
   <PAGE>
   the selling Tenneco Subsidiary as an account receivable and will represent
   a valid and legally enforceable obligation incurred in connection with the
   sale or lease of a product or service; (iii) each assignment of
   receivables to the Company will vest in the Company the right, title and
   interest in and to such receivables and the proceeds of collection
   therefrom free and clear from claims of third persons; (iv) at the time of
   assignment, beneficial ownership of such assigned receivable will not have
   been conveyed to any other person; (v) the receivables assigned to the
   Company will be free and clear of all liens and encumbrances and will not
   be subject to any setoff or counterclaim, except as provided by law; (vi)
   each receivable assigned to the Company will conform with any and all
   applicable laws and governmental rules and regulations; and (vii) all
   obligations to be performed by or on behalf of the selling Tenneco
   Subsidiary in connection with such receivables will have been or will be
   promptly fulfilled.  Each Tenneco Subsidiary has agreed to indemnify the
   Company for any loss that it sustains as a result of any breach of a
   representation or warranty.  Although each Tenneco Subsidiary has made the
   foregoing representations, it has not warranted the ultimate
   collectibility of receivables that it sells to the Company.  These
   representations and warranties do not apply to sales of receivables by
   Tenneco Subsidiaries that are sold outside of the Operating Agreement.

      Performance Agreement

      Tenneco Inc. has agreed, pursuant to a Performance Agreement dated as of
   June 15, 1988 (the "Performance Agreement"), to guarantee to the Company
   the due and punctual performance of the obligations of each of the Tenneco
   Subsidiaries under the Operating Agreement when and as the same shall
   become due and payable or performable.  The obligations of Tenneco Inc.
   under the Performance Agreement are continuing, absolute and unconditional
   and are not subject to any defense that might otherwise be available to
   the selling Tenneco Subsidiary.

      Investment Agreement

      Tenneco Inc. and the Company have entered into an Investment Agreement
   dated as of June 15, 1988, pursuant to which Tenneco Inc. agreed to own,
   directly or indirectly, all of the capital stock of the Company having the
   right to vote for directors so long as the Company has any debt
   outstanding that is held by persons other than Tenneco Inc. or any of its
   affiliates ("Unaffiliated Debt").  Tenneco Inc. has also agreed to
   maintain an investment in the Company (either in the form of subordinated
   debt or stockholder's equity) at least equal to 20% of the sum of the
   Company's debt and stockholder's equity and to pay with respect to each
   month a fee to the Company equal to the amount, if any, by which the
   cumulative earnings of the Company and its consolidated subsidiaries for
   the period from the beginning of the calendar year to the end of such
   month, before deduction of interest, other fixed charges and income taxes
   are less than 25% of interest and other fixed charges.  Under the
   Investment Agreement, the Company will not sell or otherwise dispose of
   its assets (other than in the ordinary course of business) or incur any
   Unaffiliated Debt unless after such disposition or incurrence the Company
   will own assets in an amount at least equal to 125% of the Unaffiliated
   Debt (other than debt that is expressly subordinated).   Furthermore, the
   Company will not declare or pay any dividends or make any distribution
   with respect to its capital stock if the Company would thereafter be
   unable to pay the principle of, or interest or premium, if any, on the
   Unaffiliated Debt.

      A service charge of $234,000 was paid by Tenneco Inc. for the month of
   January 1994.  No service charge was required for any months prior to or
   following January 1994.

      Amendments

      The Operating Agreement, Performance Agreement and Investment Agreement
   may each be amended or modified at any time by the parties thereto;
   provided, that (i) no amendment or modification which adversely affects
   the rights of holders of Senior Debt or Subordinated Debt, other than
   Affiliated Debt, outstanding at the time of execution thereof shall be
   binding on or in any manner become effective with respect to such Senior
   Debt or Subordinated Debt at the time outstanding except with the prior
   written consent of (a) the holders of not less than 66 2/3% in principal





   amount of the Senior Debt at the time outstanding if such holders would be
   adversely affected thereby and (b) the holders of not less than 66 2/3% in
   principal amount of the Subordinated Debt, other than Affiliated Debt, at
   the time outstanding if such holders would be adversely affected thereby.



                                        5<PAGE>
   <PAGE>
   Relationship with Tennessee

      Tennessee is a party to a Performance Agreement and an Investment
   Agreement that are substantially identical to the Performance Agreement
   and Investment Agreement of Tenneco Inc.  These agreements were originally
   entered into in 1984 at the time the Company commenced operations (at
   which time Tennessee was the parent of the Company).  The original
   Performance Agreement of Tennessee has been modified so that Tennessee's
   obligations only relate to the Tenneco Subsidiaries that are also
   subsidiaries of Tennessee, and the original Investment Agreement was
   amended so that it enured to the benefit of holders of Unaffiliated Debt
   outstanding on January 14, 1987.  The Company, Tenneco Inc. and Tennessee
   are also parties to an Investment Agreement that enures to the benefit of
   holders of Unaffiliated Debt issued after January 14, 1987, and prior to
   June 14, 1988, and certain holders of Unaffiliated Debt outstanding on
   January 14, 1987.  The principal differences between the two Investment
   Agreements to which Tennessee is a party relate to technical differences
   in the definitions of debt and fixed charges.

   ITEM 2. Properties.

      The Company believes that the multifuel boiler leased to Tenneco
   Packaging Inc. is well maintained and in good operating condition. This
   boiler is subject to a mortgage and other security interests that secure
   indebtedness assumed by a subsidiary of the Company in connection with the
   acquisition of the boiler.

   ITEM 3. Legal Proceedings.

      The Company is not a party to any material legal proceedings.

   ITEM 4. Submission of Matters to a Vote of Security Holders.

      Item 4, "Submission of Matters to a Vote of Security Holders", has been
   omitted from this report pursuant to the reduced disclosure format
   permitted by General Instruction J to Form 10-K. 


                                     PART II

   ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
   Matters.

      All of the capital stock of the Company is owned by Tenneco Inc. and,
   therefore, there is no trading market for such securities.  See Note 1 to
   the Financial Statements of Tenneco Credit Corporation and Consolidated
   Subsidiaries.  During 1995, the Company declared and paid $300 million in
   dividends.  The Company paid no dividends in 1994 and 1993.  The Company
   may pay additional dividends to Tenneco Inc. from time to time depending
   upon the profitability, liquidity and capital and contractual requirements
   of the Company.  See "Relationship with Tenneco Inc.--Investment
   Agreement" under Item 1 for information concerning restrictions on the
   Company's ability to pay dividends.

   ITEM 6. Selected Financial Data

      Item 6, "Selected Financial Data", has been omitted from this report
   pursuant to the reduced disclosure format permitted by General Instruction
   J to Form 10-K.

   ITEM 7. Management's Discussion and Analysis of Financial Condition and
   Results of Operations.

      Pursuant to paragraph (2)(a) of General Instruction J to Form 10-K, the
   following analysis explains the reasons for material changes in the amount
   of revenue and expense items between 1995 and 1994.

                                        6<PAGE>
   <PAGE>
   Revenues

      Tenneco Credit Corporation and its consolidated subsidiaries (the
   "Company") reported total revenues of $134.1 million for 1995, down $25.8
   million or 16% from 1994.  The decrease is primarily attributable to the
   continuing liquidation of retail receivables related to Case.

      Presented below are the percentages of revenues from the various sources
   for the years ended December 31:

   <TABLE>
   <CAPTION>
                                                           Revenues    
                                                        1995      1994 
      <S>                                               <C>        <C>
        Case...............................              44%        65%
        Energy.............................              14         10 
        Packaging..........................              12          7 
        Automotive.........................              11          7 
        Other..............................               4          4 
                                                       -----      -----
          Total from Accounts Receivable...              85         93 
        Rental.............................               4          4 
        Notes Receivable...................              11          3          
                                                       -----      -----
                                                        100%       100%
                                                       =====      =====
</TABLE>
      The average yield on Case Corporation ("Case") retail receivables for
   1995 was 10.4% compared to 10.1% for 1994.  The discount rate charged on
   short-term trade receivables purchased from subsidiaries of Tenneco Inc.
   ranged from 8.75% to 9.25% during 1995 compared to ranges of 5.75% to
   8.75% in 1994.

      The Company's only leasing activity is the multifuel boiler facility
   leased to Tenneco Packaging Inc., an affiliate of the Company.  Leasing
   activities provided $5.7 million of revenues in each of the years 1995 and
   1994.

      Interest income from notes receivable increased $9.4 million during 1995
   compared to 1994 primarily due to the purchase of the Case Corporation
   subordinated note receivable from Tenneco Inc. in July 1995.  The note was
   subsequently sold to Tenneco Equipment Corporation, a subsidiary of
   Tenneco Inc., in December 1995.  See Note 4 in Notes to Financial
   Statements for additional information.

      Under an Investment Agreement dated June 15, 1988, between the Company
   and Tenneco Inc. (the "Investment Agreement"), the Company is to receive a
   service charge from Tenneco Inc. for each month equal to the amount, if
   any, by which the cumulative earnings of the Company for the period from
   the beginning of the calendar year to the end of such month, before
   deduction of fixed charges and federal income taxes, are less than 125% of
   the Company's fixed charges, as defined therein.  A service charge of
   $234,000 was paid by Tenneco Inc. for the month of January 1994.  No
   service charge was required for any months prior or subsequent to January
   1994.

      Subsequent to the Case reorganization in June 1994, the Case retail
   financing activities have been conducted by Case's United States finance
   subsidiary.  As the Company no longer purchases Case retail receivables,
   future revenues and income will continue to decline as the remaining
   retail receivables balance is collected.  See Note 2 in Notes to Financial
   Statements for additional information.

   Expenses

      Interest expense of $86.3 million for 1995 represented a decrease of 26%
   or $31.0 million from 1994.  This decrease resulted from lower levels of
   long-term and short-term debt.  The average interest rate was 10.1% and
   9.8% for 1995 and 1994, respectively.  Operating and administrative
   expenses increased $1.1 million primarily due to fees paid to Case to
   service Case retail receivables retained by the Company (See Note 2 in
   Notes to Financial Statements for additional information).

                                        7<PAGE>
   <PAGE>
   Other Income (Loss)

      Other income (loss) for 1995 principally consists of a $1.3 million
   loss, recorded in December 1995, to reserve for a doubtful note receivable
   from a third party.  During 1994, the Company received net proceeds of
   $555 million from the sale of certain retail farm and construction
   equipment receivables to limited purpose business trusts, which utilized
   the receivables as collateral for the issuance of asset-backed securities
   to the public.  The net book value of the receivables sold was $530
   million and accordingly, the Company recognized a pre-tax gain of $25
   million in February 1994 due to the sale.  In addition, the Company
   recognized a gain on the sale of dealer owned rental yard receivables to
   Case in 1994.

   Net Income

      Net income for 1995 was $21.5 million, a decrease of $19.9 million or
   48% compared with 1994.  The decrease is primarily attributable to lower
   revenues from Case retail receivables and lower income from sale of
   receivables offset by decreased interest expense and income taxes.

   Assets

      The Company had total assets of $1,000.3 million at December 31, 1995,
   compared to $1,516.1 million at December 31, 1994.  The 34% decrease from
   year-end 1994 was due primarily to the continuing liquidation of the Case
   retail receivables (See Notes 2 and 4 in Notes to Financial Statements for
   additional information).

      As of December 31, 1995, the Company held net trade notes and accounts
   receivable purchased from affiliates totaling $702.8 million, which
   accounted for 70% of the Company's total assets.  This compares to
   $1,379.5 million, or 91%, of assets as of December 31, 1994.  Details of
   these receivables are shown as follows:

   <TABLE>
   <CAPTION>
                                                     Net Trade Notes and
                                                     Accounts Receivable
                                                 --------------------------
                                                 December 31,  December 31,
                                                     1995          1994         
                                                 ------------  ------------
   <S>                                            <C>          <C>    
        Case.................................        62%           53%
        Energy...............................        17            19 
        Packaging............................        10            15 
        Automotive...........................        11            13           
                                                    ---           --- 
                                                    100%          100%
                                                    ===           ===           
   </TABLE>
      Case net trade notes and accounts receivable are $300 million lower at
   December 31, 1995, compared to December 31, 1994, primarily due to the
   continuing liquidation of the Case retail receivables.

      Net notes receivable from non-affiliated companies was zero at December
   31, 1995, down from $67.2 million at December 31, 1994.  The decrease from
   1994 was primarily due to the pre-payment of a long-term note from a third
   party.  In addition, the Company established a loss provision for its
   remaining $1.3 million in notes receivable from non-affiliated companies. 
   Notes receivable from affiliated companies was $25 million at December 31,
   1995, which was attributable to borrowings under a credit facility provided
   by the Company to an affiliate.  See Note 4 in the Financial Statements
   for additional information.

      At December 31, 1995, the Company had a $49 million net investment in a
   multifuel boiler leased to Tenneco Packaging Inc., an indirect, wholly-
   owned subsidiary of Tenneco Inc.  The leased facility represented 5% of
   the Company's total assets at December 31, 1995.

   Capitalization and Capital Resources

      Pursuant to the Investment Agreement, Tenneco Inc. is required to
   maintain an investment in the Company as necessary to assure that at all
   times the sum of the Company's subordinated debt plus stockholder's equity
   will be at least equal to 20% of the Company's total debt plus
   stockholder's equity.

                                        8<PAGE>
   <PAGE>

      Subsequent to December 31, 1995, substantially all of the proceeds from
   the maturity of the Company's temporary cash investments at year-end 1995
   was loaned to its parent, Tenneco Inc.

      The Company's capital requirements have been financed through the
   issuance of commercial paper, short-term bank loans and advances and
   equity capital from Tenneco Inc. plus earnings retained in the business.

      The Company's total capitalization was $956.8 million at December 31,
   1995, and $1,469.3 million at December 31, 1994.  The components of
   capitalization at such dates are set forth in the following table:

   <TABLE>
   <CAPTION>
                                                       Capitalization           
                                                --------------------------
                                                 December 31,  December 31,
                                                     1995          1994
                                                 ------------  ------------
   <S>                                           <C>           <C>            
        Medium-Term Senior Notes.............         4%            5%
        Long-Term Senior Debt................        60            53 
        Subordinated Debt....................        10             6 
        Stockholder's Equity.................        26            36 
                                                    ---           --- 
                                                    100%          100%
                                                    ===           === 
   </TABLE>

   Outlook

      As previously discussed, the Case retail receivables have a weighted
   average remaining life to maturity of approximately 28 months and will be
   substantially liquidated by 1999.  However, a significant portion of the
   Company's Senior Debt matures in the year 2001.  Following is an analysis
   of the maturities of the Company's trade receivable portfolio (including
   rentals receivable under the operating leases) compared to the maturities
   of its total debt portfolio:

   <TABLE>
   <CAPTION>
                        Receivable           Debt
                        Maturities        Maturities         Difference
                        ----------        ----------         ----------
        <S>            <C>               <C>                <C>       
       1996.........    $  487,916        $  157,626         $  330,290
       1997.........       173,042           175,510             (2,468)
       1998.........       104,130            72,730             31,400
       1999.........        32,687             3,588             29,099
       2000.........         6,064             4,838              1,226
       Thereafter...        57,284           292,964           (235,680)
                        ----------        ----------         ----------
                        $  861,123        $  707,256         $  153,867        
                        ==========        ==========         ==========
       </TABLE>

      Pursuant to the Investment Agreement, Tenneco Inc. is required to cause
   the Company's consolidated assets to be at least equal to 125% of all its
   consolidated Senior Debt outstanding.  Further, Tenneco Inc. is required
   to pay the Company a monthly service charge equal to the amount by which
   pre-interest, pre-tax earnings are less than 125% of fixed charges, as
   defined.  Because a significant amount of the long-term debt owed by the
   Company will mature after the maturity of a significant amount of the
   long-term trade receivables held by the Company, the Company believes that
   it will be necessary for Tenneco Inc. to provide financial support, under the
   provisions of this contractual agreement, in future periods.  The Company
   also is contractually restricted from declaring or paying dividends or
   making any other capital distributions if such action would render the
   Company unable to meet its debt service obligations on unaffiliated debt. 
   As a result, the Company believes that the continuing liquidation of the
   Case retail receivable portfolio will not impact the Company's ability to
   meet the maturities of its debt portfolio which are due after these
   receivables are substantially liquidated.

      On an ongoing basis, the Company expects that the scope of its
   operations will be substantially reduced as the Case retail receivables
   are liquidated.  As a result, earnings, assets and total capitalization
   are expected to continue to decrease throughout the foreseeable future.    




                                        9<PAGE>
   <PAGE>

   ITEM 8. Financial Statements and Supplementary Data.

           INDEX TO FINANCIAL STATEMENTS OF TENNECO CREDIT CORPORATION 
                          AND CONSOLIDATED SUBSIDIARIES 

   <TABLE>
   <CAPTION>
                                                                         
   Page       
   <S>                                                                    <C>
   Report of independent public accountants..........................       11
   Balance sheets--December 31, 1995 and 1994........................       12
   Statements of income for each of the three years in the
     period ended December 31, 1995..................................       13
   Statements of cash flows for each of the three years in the
     period ended December 31, 1995..................................       14
   Statements of changes in stockholder's equity for each of the
     three years in the period ended December 31, 1995...............       15
   Notes to financial statements.....................................       16

   </TABLE>



                                        10<PAGE>
   <PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 


   To Tenneco Credit Corporation: 

      We have audited the accompanying balance sheets of Tenneco Credit
   Corporation (a Delaware corporation and a wholly-owned subsidiary of
   Tenneco Inc.) and consolidated subsidiaries as of December 31, 1995 and
   1994, and the related statements of income, cash flows and changes in
   stockholder's equity for each of the three years in the period ended
   December 31, 1995. These financial statements are the responsibility of
   Tenneco Credit Corporation's management. Our responsibility is to express
   an opinion on these financial statements based on our audits. 

      We conducted our audits in accordance with generally accepted auditing
   standards. Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are
   free of material misstatement. An audit includes examining, on a test
   basis, evidence supporting the amounts and disclosures in the financial
   statements. An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation. We believe that our audits
   provide a reasonable basis for our opinion. 

      In our opinion, the financial statements referred to above present
   fairly, in all material respects, the financial position of Tenneco Credit
   Corporation and consolidated subsidiaries as of December 31, 1995 and
   1994, and the results of their operations, cash flows and changes in
   stockholder's equity for each of the three years in the period ended
   December 31, 1995, in conformity with generally accepted accounting
   principles. 





                                           ARTHUR ANDERSEN LLP 

   Houston, Texas 
   February 8, 1996


                                        11<PAGE>
   <PAGE>
                               TENNECO CREDIT CORPORATION
                             AND CONSOLIDATED SUBSIDIARIES

                                     BALANCE SHEETS

                            (Thousands Except Share Amounts)
   <TABLE>
   <CAPTION>
                                                                 December 31,   
                                                          ----------------------
                                                             1995        1994
                     ASSETS                               ----------  ----------
                     ------
<S>                                                       <C>         <C>
Notes and accounts receivable purchased from affiliates:
   Customers............................................. $  775,199 $1,522,862
   Affiliated companies..................................         --      3,741 
                                                          ---------- ----------
                                                             775,199  1,526,603
Less--Unearned finance charges...........................     64,405    137,500
       Allowance for doubtful receivables................      7,991      9,554
                                                          ---------- ----------
                                                             702,803  1,379,549 
                                                          ---------- ----------
Notes receivable:
   Non-affiliated companies, including $0 and 
    $4,917, due within one year at the respective dates..      1,267     67,156
   Affiliated companies..................................     25,000         --
                                                          ---------- ----------
                                                              26,267     67,156
   Less--Allowance for doubtful note receivable..........      1,267         -- 
                                                          ---------- ----------
                                                              25,000     67,156
                                                          ---------- ----------
Equipment under operating leases (at cost), less
 accumulated depreciation of $20,234 and $18,246 at the
 respective dates........................................     49,372     51,360 
                                                          ---------- ----------
Other assets:
   Cash and cash equivalents.............................    211,610        332
   Accounts receivable from affiliates...................      2,716      1,193
   Interest receivable and other.........................      8,840     16,466
                                                          ---------- ----------
                                                             223,166     17,991 
                                                          ---------- ----------
                                                          $1,000,341 $1,516,056
                                                          ========== ==========

          LIABILITIES AND STOCKHOLDER'S EQUITY
          ------------------------------------
   Senior notes.......................................... $  615,156 $  852,008
   Subordinated notes....................................     92,100     92,100
   Accounts payable to affiliates........................     11,960      7,834
   Accrued interest......................................     16,712     24,613
   Deferred income taxes.................................     14,843     14,304
                                                          ---------- ----------
                                                             750,771    990,859
                                                          ---------- ----------
   Stockholder's equity:
      Common stock, par value $5 per share, authorized,
       issued and outstanding 200 shares..................         1          1
      Capital surplus.....................................   188,128    185,228
      Retained earnings...................................    61,441    339,968 
                                                          ---------- ----------
                                                             249,570    525,197 




                                                          ---------- ----------
                                                          $1,000,341 $1,516,056
                                                          ========== ========== 
   </TABLE>
              (The accompanying notes to financial statements are an
                     integral part of these balance sheets.)

                                        12<PAGE>
   
<PAGE>
                            TENNECO CREDIT CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                               STATEMENTS OF INCOME

                                   (Thousands)
   <TABLE>
   <CAPTION>
                                                    Years Ended December 31,
                                                  ----------------------------
                                                    1995       1994       1993
                                                  --------   --------  --------
 <S>                                              <C>          <C>       <C>      
 REVENUES:
   Earned finance charges and interest..........  $128,325   $154,161 $226,681 
   Rental income from affiliated company........     5,728      5,728    5,728  
                                                  --------   -------- -------- 
     Total revenues.............................   134,053    159,889  232,409 
                                                  --------   -------- -------- 
 EXPENSES:
   Interest--
     Commercial paper...........................       926      3,391    4,643 
     Senior notes...............................    71,854    100,371  138,384 
     Subordinated notes.........................     9,164      9,098    9,071 
     Commitment fees and other..................     1,224      3,194    5,625 
     Affiliated companies.......................     3,167      1,303    2,600  
                                                  --------   -------- -------- 
                                                    86,335    117,357  160,323 
   Depreciation and amortization................     1,988      1,989    1,988 
   Operating and administrative.................    12,510     11,413    3,361 
                                                  --------   -------- -------- 
   Total expenses...............................   100,833    130,759  165,672  
                                                  --------   -------- -------- 
 OTHER INCOME (LOSS)............................    (1,228)    35,235   48,757 
                                                  --------   -------- -------- 
 INCOME BEFORE INCOME TAXES.....................    31,992     64,365  115,494 
 INCOME TAXES...................................    10,519     22,970   45,902 
                                                  --------   -------- --------
 NET INCOME.....................................  $ 21,473   $ 41,395 $ 69,592 
                                                  ========   ======== ======== 
 </TABLE>
              (The accompanying notes to financial statements are an
                  integral part of these statements of income.)

                                        13<PAGE>
<PAGE>
                            TENNECO CREDIT CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                             STATEMENTS OF CASH FLOWS

                                   (Thousands)
<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                                 ----------------------------
                                                   1995       1994       1993
                                                 --------   --------  --------
<S>                                              <C>        <C>      <C>         
OPERATING ACTIVITIES:
  Net income..................................   $ 21,473   $ 41,395 $ 69,592 
  Adjustments to reconcile to net cash
   provided from operating activities:
    Depreciation and amortization.............      1,988      1,989    1,988 
    Deferred income taxes.....................        539      4,068   (6,624)
    (Increase) decrease in notes and accounts
      receivable purchased from affiliates,
      net.....................................    676,746    506,513  345,282 
    Change in accounts payable to and
      receivable from affiliates..............     (1,981)     3,922  (22,194)
    Increase (decrease) in accrued interest...     (7,901)   (19,012)  (7,932)
    Increase (decrease) in dealers' reserve...         --    (18,148)   8,475 
    (Increase) decrease in notes receivable
      from affiliated companies...............    (25,000)    93,250  (34,772)
    Change in other assets and other, net.....     15,200     91,827  (57,978)
                                                 --------   -------- -------- 
NET CASH PROVIDED FROM OPERATING ACTIVITIES...    681,064    705,804  295,837 
                                                 --------   -------- -------- 
INVESTING ACTIVITIES:
  Collections on long-term notes receivable...     65,889     38,930   48,368 
  Purchase of long-term notes receivable......         --       (146)      -- 
                                                 --------   -------- -------- 
NET CASH PROVIDED FROM INVESTING ACTIVITIES...     65,889     38,784   48,368  
                                                 --------   -------- -------- 
FINANCING ACTIVITIES:
  Capital contribution from (distribution to)
   affiliate, net.............................      2,900         --      -- 
  Increase (decrease) in commercial paper.....         --   (240,938) 111,174  
  Retirement of senior and subordinated notes.   (238,575)  (503,322)(455,388)
  Dividends paid..............................   (300,000)        --      -- 
                                                 ---------  -------- -------- 
NET CASH USED IN FINANCING ACTIVITIES.........   (535,675)  (744,260)(344,214)
                                                 --------   -------- -------- 
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS..................................    211,278        328       (9)
BEGINNING CASH AND CASH EQUIVALENTS BALANCE...        332          4       13 
                                                 --------   -------- -------- 
ENDING CASH AND CASH EQUIVALENTS BALANCE......   $211,610   $    332 $      4 
                                                 ========   ======== ======== 
CASH PAID DURING THE YEAR FOR:
  Interest....................................   $ 91,069   $136,369 $168,255 
  Income taxes................................   $  8,838   $ 20,525 $ 52,526 
</TABLE>

   Note:  Cash and cash equivalents 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.)

                                        14<PAGE>
   <PAGE>
                            TENNECO CREDIT CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

                                   (Thousands)

<TABLE>
<CAPTION>
                                                     Years Ended December 31, 
                                                 ----------------------------
                                                   1995       1994       1993
                                                 --------   --------  --------
<S>                                              <C>        <C>      <C>
COMMON STOCK:
  Balance beginning and end of year............  $      1   $      1 $      1 
                                                 --------   -------- -------- 
CAPITAL SURPLUS:
  Balance beginning of year....................   185,228    185,228  185,228 
    Capital contribution from (distribution 
     to) affiliate, net........................     2,900         --       --     
                                                 --------   -------- -------- 
  Balance end of year..........................   188,128    185,228  185,228 
                                                 --------   -------- -------- 
RETAINED EARNINGS:
  Balance beginning of year....................   339,968    298,573  228,981 
    Net income.................................    21,473     41,395   69,592 
    Cash dividends.............................  (300,000)        --       --     
                                                 --------   -------- -------- 
  Balance end of year..........................    61,441    339,968  298,573 
                                                 --------   -------- -------- 
    Total......................................  $249,570   $525,197 $483,802
                                                 ========   ======== ======== 
   </TABLE>
                   (The accompanying notes to financial statements are
                     an integral part of these statements of changes
                                in stockholder's equity.)


                                           15<PAGE>
   <PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

   (1) CONTROL AND SUMMARY OF ACCOUNTING POLICIES

      Control

        All of the outstanding common stock of Tenneco Credit Corporation is
   owned by Tenneco Inc. Tenneco Credit Corporation and consolidated
   subsidiaries ("TCC" or the "Company") are thus members of an operating
   group under the control of Tenneco Inc. As such, TCC engages in
   transactions characteristic of group administration and operation with
   other members of the group. The primary purpose of TCC is to finance, on a
   nonrecourse basis, receivables of Tenneco Inc. and its subsidiaries.

      Consolidation

        The consolidated financial statements include the accounts of Tenneco
   Credit Corporation, its majority-owned subsidiaries, Counce Limited
   Partnership and subsidiary, and its wholly-owned subsidiary, TenFac
   Corporation. Counce Limited Partnership was organized to construct a
   multifuel steam boiler and turbine generator facility for lease to Tenneco
   Packaging Inc., an indirect wholly-owned subsidiary of Tenneco Inc.

        All significant intercompany items have been eliminated in
   consolidation.

      Revenue Recognition

        Finance charges are recognized as income on the accrual method in the
   period in which they are earned. Finance charges earned on purchased trade
   and other receivables in 1995, 1994 and 1993 were approximately $128
   million, $154 million and $227 million, respectively. Finance charges on
   the trade receivables purchased from affiliates are charged by TCC to
   these affiliates at mutually agreed amounts. Historically, the discount
   rate has been based upon the prevailing prime rate plus 25 basis points.
   Rates charged on short-term trade receivables purchased from subsidiaries
   of Tenneco Inc. ranged from 8.75% to 9.25% during 1995 as compared to
   ranges of 5.75% to 8.75% and 5.75% to 6.50% for 1994 and 1993,
   respectively. The average yield on Case Corporation ("Case") retail
   receivables for 1995 was 10.4%, up from 10.1% in 1994 and down from 11.4%
   in 1993.

        Revenue from the operating lease covering the boiler facility is
   recognized monthly on a pro rata basis over the terms of the related
   contract.

      Related Party Transactions

        The Company has entered into an agreement (the "Operating Agreement")
   with several subsidiaries of Tenneco Inc. ("Tenneco Subsidiaries")
   pursuant to which the Company buys trade receivables generated by the
   Tenneco Subsidiaries from the sale of goods and services. Each Tenneco
   Subsidiary, as the Company's agent, makes all collections and services the
   receivables sold by it to the Company. The Company also may purchase
   receivables and other assets from Tenneco Subsidiaries on terms different
   from those set forth in the Operating Agreement. Gross receivables
   purchased from affiliates at December 31, 1995 and 1994, totaled $.8
   billion and $1.5 billion, respectively.

      Use of Estimates

        The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions in determining the reported amounts of the Company's assets,
   liabilities, revenues and expenses.  The Company's financial statements
   include estimates regarding the collectibility of its accounts and notes
   receivable and the useful life of its equipment under operating lease.
   These estimates could change in future periods depending upon new facts
   or circumstances.

                                        16<PAGE>
   
<PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

      Reclassification

        Certain reclassifications have been made to prior year amounts to
   conform with the current year's presentation.

   (2) REORGANIZATION OF CASE FINANCING ACTIVITIES

      Prior to June 1994, Case sold all of its domestic retail receivables to
   the Company. Those receivables arose from sales by stores owned by Case
   and sales through independent dealers. As an incentive to dealers to
   assist in assuring the collectibility of their receivables, the purchase
   price discount included an amount for possible losses that may arise from
   their receivables. This portion of the discount became payable to the
   dealers as their receivables were collected and was recorded by the
   Company as a dealers' reserve. Any loss arising from the uncollectibility
   of a dealer's receivables was charged against this dealer's reserve to the
   extent of the reserve; any losses in excess of the dealer's reserve are
   recorded as a loss by the Company.  During the years 1991 through 1995,
   there were no credit losses recorded by the Company in excess of the
   dealer's reserve.

      On June 23, 1994, pursuant to a reorganization agreement dated as of
   that date, Case acquired the business and assets of the farm and
   construction equipment business of Tenneco Inc. and subsidiaries (the
   "Reorganization") and Tenneco Inc. and certain of its subsidiaries
   acquired all of the outstanding common stock of Case. Subsequent to the
   Reorganization, Tenneco Inc. and certain of its subsidiaries have sold an
   aggregate of approximately 79% of the outstanding shares of Case in an
   initial public offering and two secondary public offerings. As part of the
   Reorganization, the Company retained ownership of approximately $1.2
   billion of Case's United States retail receivables and related debt
   existing at the time of the Reorganization that is not redeemable prior to
   maturity. The Company also sold Case-related notes and accounts receivable
   of approximately $395 million back to Case. Since the Reorganization,
   United States retail finance activity has been conducted by Case's United
   States finance subsidiary. Case continues to service the retail
   receivables retained by the Company, for which it receives a monthly
   servicing fee based on the amount of net receivables outstanding at the
   beginning of each month. At December 31, 1995, approximately $509 million
   of the Case retail receivables remained outstanding. It is estimated that
   the Case receivables retained by the Company will be substantially
   liquidated by 1999 (See Note 4).

      As a result of the Reorganization and subsequent initial public offering
   of Case common stock, the applicable dealers' reserve was transferred to
   Case. In addition, due to Case's use of its finance subsidiary to conduct
   retail finance activity, the Company no longer purchases Case receivables.
   Consequently, the Company's revenues and interest expense will decline as
   the existing Case receivables are collected and the associated debt is
   retired. The reduction in receivables and debt will also reduce the
   Company's future net income.


                                        17<PAGE>
<PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

   (3) INCOME TAXES

      TCC and Tenneco Inc., together with certain of their respective
   subsidiaries which are owned 80% or more, have entered into an agreement
   to file a consolidated U.S. federal income tax return. Such agreement
   provides, among other things, that (i) each company in a taxable income
   position will be currently charged with an amount equivalent to its
   federal income tax computed on a separate return basis and (ii) each
   company in a tax loss position will be currently reimbursed to the extent
   its deductions and tax credits are utilized in the consolidated return.

      The Company utilizes the liability method of accounting for income taxes
   whereby it recognizes deferred tax assets and liabilities for the future
   tax consequences of temporary differences between the tax basis of assets
   and liabilities and their reported amounts in the financial statements. 
   The Company's pre-tax income is principally domestic and subject to
   taxation under U.S. federal and applicable state jurisdictions.

      The components of total income tax expense are as follows:

<TABLE>
<CAPTION>
                                                   (Thousands)
                                              Years Ended December 31,                
                                              ----------------------------
                                                1995       1994       1993
                                              -------    -------    -------
   <S>                                         <C>        <C>         <C>             
   Current--
     Federal................................   $ 9,218    $14,618     $43,696 
     State..................................       762      4,284       8,830 
                                               -------    -------     ------- 
                                                 9,980     18,902      52,526
                                               -------    -------     ------- 
   Deferred--
     Federal................................      (669)     6,680      (7,616)
     State..................................     1,208     (2,612)        992
                                               -------    -------     -------
                                                   539      4,068      (6,624)
                                               -------    -------     ------- 
         Total..............................   $10,519    $22,970     $45,902
                                               =======    =======     =======
</TABLE>
      The difference between income tax expense and the amount computed by
   applying the statutory federal income tax rate to income before income
   taxes is primarily due to state income taxes of $1 million, $1 million and
   $6 million in 1995, 1994 and 1993, respectively, net of federal income tax
   benefit.  In addition, 1995 income tax expense was reduced by a revision
   to estimated federal income taxes provided in 1994.

      The components of net deferred tax liability at December 31, 1995 and
   1994, were as follows:



















   <TABLE>   
   <CAPTION>
                                                             (Thousands)
                                                           1995       1994      
                                                         -------    -------
      <S>                                                <C>        <C>    
        Deferred tax assets--
          Bad debt reserve.........................      $ 3,286    $ 3,344
          State taxes..............................           --        369
        Deferred tax liabilities--
          Tax over book depreciation...............       16,886     17,547
          State taxes..............................          839         --
          Other....................................          404        470     
                                                         -------    -------
        Net deferred tax liability.................      $14,843    $14,304
                                                         =======    =======
   </TABLE>
                                        18<PAGE>
   
<PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

   (4) NOTES AND ACCOUNTS RECEIVABLE

      Contractual maturities of notes and accounts receivable purchased from
   affiliates as of December 31, 1995, are as follows:

<TABLE>
<CAPTION>
                                            (Thousands)
                     TOTAL        CASE       ENERGY    PACKAGING   AUTOMOTIVE
                   ----------  ----------  ----------  ----------  ----------
<S>                   <C>         <C>         <C>         <C>         <C>
Year Ending
 December 31:
  1996............    $  482,188  $  216,469  $  121,954  $   69,488  $   74,277
  1997............       167,314     167,314          --          --          --
  1998............        98,402      98,402          --          --          --
  1999............        26,959      26,959          --          --          --
  2000............           336         336          --          --          --
                      ----------  ----------  ----------  ----------  ----------
                      $  775,199  $  509,480  $  121,954  $   69,488  $   74,277
                      ==========  ==========  ==========  ==========  ==========
   </TABLE>

      During 1994 and 1993, TCC received net proceeds of $555 million and $877
   million, respectively, from the sale of certain retail farm and
   construction equipment receivables to limited purpose business trusts,
   which utilized the notes as collateral for the issuance of asset-backed
   securities to the public.  The net book value of the receivables sold was
   $530 million and $834 million for 1994 and 1993, respectively, and
   accordingly, TCC recognized pre-tax gains on the transactions of $25
   million and $43 million for 1994 and 1993, respectively.  In addition, the
   Company recognized a gain of $1 million and $6 million from the sale of
   trade receivables to Asset Securitization Cooperative Corporation in 1994
   and 1993, respectively.  These receivables originated with Tenneco Inc.'s
   packaging, automotive parts and energy subsidiaries.  The gains on sale of
   receivables were recorded in "Other income (loss)" in the Statements of
   Income.

      In July 1995, the Company purchased the Case Corporation 10 1/2%
   Subordinated Note (the "Subordinated Note") at fair market value from
   Tenneco Inc., its parent, for $310.8 million in cash.  The Company
   recorded this receivable at Tenneco Inc.'s historical cost of $279.7
   million.  The $31.1 million premium paid on the note is included in the
   Statement of Changes in Stockholder's Equity caption "Capital contribution
   from (distribution to) affiliate, net."  In December 1995, the Company
   sold the Subordinated Note to a subsidiary of Tenneco Inc. for $326
   million in cash.  At the date of sale, the Company's carrying value for
   the Subordinated Note was $292 million, and the difference between the
   cash proceeds and carrying value is also included in the Statement of
   Changes in Stockholder's Equity caption "Capital contribution from
   (distribution to) affiliate, net."

      During 1995, gross notes receivable from non-affiliated companies
   decreased $66 million, principally due to the pre-payment of a long-term
   note by a third party.

      Tenneco International Holding Corp. ("TIHC"), an indirect subsidiary of
   Tenneco Inc., has arranged a $50 million committed line of credit with the
   Company to provide short-term financing which provides for borrowings at
   various market rates.  At December 31, 1995, the Company had made loans of
   $25 million to TIHC related to this line of credit.

                                        19<PAGE>
   <PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

   (5) COMMERCIAL PAPER AND LINES OF CREDIT

      TCC sells commercial paper on a short-term unsecured basis. Information
   regarding commercial paper as of and for the years ended December 31, 1995
   and 1994 follows:

<TABLE>
<CAPTION>
                                                          (Thousands)
                                                       1995         1994      
                                                     ------------ ------------
<S>                                                  <C>          <C>
Outstanding borrowings at end of year............    $     --     $     --
Weighted average interest rate on outstanding
 borrowings at end of year.......................          --           --
Approximate maximum month-end outstanding
 borrowings during the year......................    $156,833     $148,700
Approximate average month-end outstanding
 borrowings during the year......................    $ 25,557     $ 41,892
Weighted average interest rate on approximate
 average month-end outstanding borrowings
 during the year.................................        6.17%        4.17%
</TABLE>
      TCC also has available total lines of credit of $400 million with
   various banks which are committed through November 1999. Borrowings are
   available as either domestic loans or as Eurodollar loans. The agreements
   provide for facility fees of 0.1875% on the entire amount of the
   commitment. At December 31, 1995, TCC had no amounts outstanding under
   these lines of credit.

   (6) SENIOR AND SUBORDINATED DEBT

      A summary of Senior and Subordinated Debt outstanding is set forth in
   the following tabulation (in thousands):

<TABLE>
<CAPTION>
                                                              December 31,
                                                          1995         1994      
                                                      -----------  -----------
   <S>                                                <C>           <C>             
   Senior Notes--
     Tenneco Credit Corporation:
       Medium-term notes due 1996 through 2002,
        average interest rate 8.97%.................  $   37,600   $   73,150 
       9% Notes due 1995 (net of $83 unamortized
        discount in 1994)...........................          --      199,917 
       9.25% Notes due 1996 (net of $67 and $147
        unamortized discount, respectively).........     149,933      149,853 
       10.13% Notes due 1997 (net of $154 and $235
        unamortized discount, respectively).........     149,846      149,765 
       9.63% Notes due 2001 (net of $606 and $714
        unamortized discount, respectively).........     249,394      249,286 
     Counce Finance Corporation:
       13% Notes due 1996 through 2000..............      17,193       20,218 
       Zero coupon notes, due 2010 discounted to
        yield 13.50%................................      38,283       38,283 
       Less: unamortized discount...................     (27,093)     (28,464)
                                                      ----------   ---------- 
         Total Senior Notes.........................     615,156      852,008 
   Subordinated Notes--
     Tenneco Credit Corporation:
       Medium-term notes due 1998 through 2001,
        average interest rate 9.90%.................      92,100       92,100
                                                      ----------   ---------- 
                                                      $  707,256   $  944,108 
                                                      ==========   ==========
   </TABLE>





      At December 31, 1995, approximately $49 million net book value of
   equipment under lease was pledged as collateral to secure $28 million of
   senior notes.

                                        20<PAGE>
   <PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

      The aggregate maturities applicable to the notes outstanding at December
   31, 1995, are $158 million, $176 million, $73 million, $4 million and $5
   million for 1996, 1997, 1998, 1999 and 2000, respectively.


   (7) EQUIPMENT UNDER OPERATING LEASE TO AFFILIATES

      At December 31, 1995, Counce Limited Partnership had a long-term
   operating lease with Tenneco Packaging Inc., covering equipment with a net
   book value of $49 million. The lease requires Tenneco Packaging Inc. to
   pay all operating, maintenance and insurance costs. The aggregate minimum
   future annual rentals receivable under the operating lease at December 31,
   1995, are as follows:

   <TABLE>
   <CAPTION>
                                                          (Thousands)
        <S>                                                  <C>            
        1996.............................................    $ 5,728
        1997.............................................      5,728
        1998.............................................      5,728
        1999.............................................      5,728
        2000.............................................      5,728
        Thereafter.......................................     57,284
                                                             -------
                                                             $85,924            
                                                             =======
        </TABLE>

      Depreciation of the equipment under lease is provided on a straight-line
   basis in amounts which, in the opinion of management, are adequate to
   allocate the cost of the property over its estimated useful life.

   (8) FINANCIAL INSTRUMENTS

      The estimated fair values of TCC's financial instruments at December 31,
   1995 and 1994, were estimated as follows:

   <TABLE>
   <CAPTION>
                                                  (Thousands)
                                          1995                    1994        
                                  --------------------    --------------------
                                  Carrying     Fair       Carrying     Fair
                                   Amount      Value       Amount      Value  
                                  --------  ----------    --------  ----------
<S>                             <C>         <C>         <C>         <C>       
Cash and Cash Equivalents...... $  211,610  $  211,610  $      332  $      332
Receivables (Customer and
 Notes)........................    702,803     785,032   1,446,705   1,548,285
Senior and Subordinated Notes..    707,256     794,077     944,108     980,779
 </TABLE>

      The following methods and assumptions were used to estimate the fair
   value of financial instruments:

      Cash and Cash Equivalents--The fair value of cash and other cash
   investments was considered to be the same as or was not determined to be
   materially different from the carrying amount.

      Receivables--TCC believes that in the aggregate, the carrying amount of
   its trade receivables, purchased from Tenneco Subsidiaries, was not
   materially different from the fair value of those receivables. Fair value
   of the long-term receivables was based on the market value of receivables
   with similar maturities and interest rates. Customer notes and accounts
   receivable purchased from affiliates are concentrated 62% in the farm and
   construction business, 17% in energy businesses, 11% in automotive parts
   businesses and 10% in packaging businesses.





      Senior and Subordinated Notes--The fair value of fixed-rate long-term
   debt was based on the market value of debt with similar maturities and
   interest rates.
                                        21<PAGE>
   <PAGE>
             TENNECO CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

   (9) INVESTMENT AGREEMENT

      Under the terms of the Investment Agreement between TCC and Tenneco
   Inc., the companies have agreed, among other terms, that:

        (a)  Tenneco Inc. will own, directly or indirectly, all the
      outstanding shares of TCC stock.

        (b)  TCC's consolidated assets must equal at least 125% of all
      consolidated "senior debt" (commercial paper and senior notes)
      outstanding.

        (c)  TCC will not declare or pay any dividends or make any capital
      distributions if such action would render TCC unable to meet any of its
      requirements for the payment of principal of, or interest or premium, if
      any, on unaffiliated debt.

        (d)  Tenneco Inc.'s investment in TCC (either directly or through its
      subsidiary companies) and subordinated debt must equal at least 20% of
      TCC's total consolidated debt plus stockholder's equity.

        (e)  Tenneco Inc. will pay to TCC a service charge for each month
      during the term of the Investment Agreement equal to the amount, if any,
      by which the cumulative consolidated earnings of TCC and its
      consolidated subsidiaries for the period from the beginning of the
      calendar year to the end of such month, before deduction of fixed
      charges (interest expense) and income taxes (but including in earnings
      all such service charges previously paid by Tenneco Inc. for such year)
      are less than 125% of the fixed charges.  A service charge of $234,000
      was paid by Tenneco Inc. for the month of January 1994. No service
      charge was required for any months prior to or following January 1994.

      Because a significant amount of the long-term debt owed by the Company
   will mature after the maturity of a significant amount of the long-term
   trade receivables held by the Company, the Company believes that it will 
   be necessary for Tenneco Inc. to provide financial support, under the
   provisions of the Investment Agreement, in future periods.  The Company
   was in compliance with these covenants during the years ended and as of
   December 31, 1995, 1994 and 1993.

   (10) QUARTERLY FINANCIAL DATA (UNAUDITED)

   <TABLE>
   <CAPTION>
                                                     (Thousands) 
                                          --------------------------------
                                                       Interest       Net
                                           Revenues     Expense     Income
                                           --------    --------    --------
        <S>                                <C>         <C>         <C>             
        1995
          1st............................  $ 35,324    $ 22,534    $  5,229
          2nd............................    34,875      22,547       5,234
          3rd............................    31,639      21,878       4,445
          4th............................    32,215      19,376       6,565
                                           --------    --------    --------
                                           $134,053    $ 86,335    $ 21,473     
                                           ========    ========    ========
        1994
          1st............................  $ 41,058    $ 35,826    $ 17,923
          2nd............................    44,934      31,562       8,255
          3rd............................    37,833      26,385       8,070
          4th............................    36,064      23,584       7,147     
                                           --------    --------    --------
                                           $159,889    $117,357    $ 41,395
                                           ========    ========    ========
   </TABLE>



   ____________

   Note:  See Notes 2 and 4 for items affecting comparability between the
          quarters  presented above.

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




                                        22<PAGE>
   <PAGE>

   ITEM 9. Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

      There has been no change in accountants during 1995 or 1994, nor has
   there been any disagreement on any matter of accounting principles or
   practices or financial disclosure which in either case is required to be
   reported pursuant to this Item 9.

                                     PART III

      Item 10, "Directors and Executive Officers of the Registrant", Item 11,
   "Executive Compensation", Item 12, "Security Ownership of Certain
   Beneficial Owners and Management", and Item 13, "Certain Relationships and
   Related Transactions", have been omitted from this report pursuant to the
   reduced disclosure format permitted by General Instruction J to Form 10-K.

                                     PART IV

   ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

                     FINANCIAL STATEMENTS INCLUDED IN ITEM 8

      See "Index to Financial Statements of Tenneco Credit Corporation and
   Consolidated Subsidiaries" set forth in Item 8, "Financial Statements and
   Supplementary Data."

         INDEX TO FINANCIAL STATEMENTS AND SCHEDULES INCLUDED IN ITEM 14

   SCHEDULES OMITTED AS NOT REQUIRED OR INAPPLICABLE
     Schedule  I  -- Condensed financial information of registrant
     Schedule II  -- Valuation and qualifying accounts--three years ended
                      December 31, 1995
      Schedule III -- Real estate and accumulated depreciation
      Schedule IV -- Mortgage loans on real estate
      Schedule V  -- Supplemental information concerning property--casualty
                      insurance operations


                                        23<PAGE>
   <PAGE>
                               REPORTS ON FORM 8-K

      During the fourth quarter of the fiscal year ended December 31, 1995,
   the Company did not file with the Securities and Exchange Commission any
   Current Reports on Form 8-K.


                                     EXHIBITS

      Exhibits not incorporated by reference to a prior filing are designated
   by an asterisk; all exhibits not so designated are incorporated herein by
   reference to a prior filing as indicated.

<TABLE>
<CAPTION>

  <S>       <C>
  3(a)     -- Certificate of Incorporation of Tenneco Credit Corporation dated
               August 6, 1981 (Exhibit 3(a) to Form 10 Registration Statement
               of Tenneco Credit Corporation, File No. 0-15095).
  3(b)     -- By-Laws of Tenneco Credit Corporation, amended as of March 1,
               1987 (Exhibit 3(b) to Form 10-K of Tenneco Credit Corporation
               for the fiscal year ended December 31, 1989, File No. 0-15095).
  4(a)     -- Included in Exhibits 3(a) and 3(b).
  4(b)(1)  -- Indenture between Tenneco Credit Corporation and The Chase
               Manhattan Bank (National Association) dated as of January 15,
               1987 (Exhibit 4(b) to Form 10-K of Tenneco Credit Corporation 
               for the fiscal year ended December 31, 1986, File No. 0-15095).
  4(b)(2)  -- First Supplemental Indenture between Tenneco Credit Corporation
               and The Chase Manhattan Bank (National Association) dated as of
               January 16, 1987 (Exhibit 4(c) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1986, File
               No. 0-15095).
  4(b)(3)  -- Second Supplemental Indenture between Tenneco Credit Corporation 
               and The Chase Manhattan Bank (National Association) dated as of
               February 1, 1987 (Exhibit 4(d) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1986, File
               No. 0-15095).
  4(b)(4)  -- Third Supplemental Indenture between Tenneco Credit Corporation
               and The Chase Manhattan Bank (National Association) dated as of
               August 1, 1987 (Exhibit 4(e) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1987, File
               No. 0-15095).
  4(b)(5)  -- Fourth Supplemental Indenture between Tenneco Credit Corporation 
               and The Chase Manhattan Bank (National Association) dated as of
               June 15, 1988 (Exhibit 4(b)(5) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1988, File
               No. 0-15095).
  4(b)(6)  -- Fifth Supplemental Indenture between Tenneco Credit Corporation 
               and The Chase Manhattan Bank (National Association) dated as of
               June 28, 1988 (Exhibit 4(c) to Form 8-K of Tenneco Credit
               Corporation dated June 28, 1988, File No. 0-15095).
  4(b)(7)  -- Sixth Supplemental Indenture between Tenneco Credit Corporation 
               and The Chase Manhattan Bank (National Association) dated as of
               July 15, 1989 (Exhibit 4(b)(7) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1989, File
               No. 0-15095).
  4(b)(8)  -- Seventh Supplemental Indenture between Tenneco Credit Corporation
               and The Chase Manhattan Bank (National Association) dated as of
               August 16, 1989 (Exhibit 4(b)(8) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1989, File
               No. 0-15095).
  4(b)(9)  -- Eighth Supplemental Indenture between Tenneco Credit Corporation 
               and The Chase Manhattan Bank (National Association) dated as of
               November 1, 1989 (Exhibit 4(b)(9) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1989, File
               No. 0-15095).
</TABLE>
                                           24<PAGE>
   <PAGE>

 <TABLE>
 <CAPTION>

  <S>       <C>
  4(b)(10) -- Ninth Supplemental Indenture between Tenneco Credit Corporation 
               and The Chase Manhattan Bank (National Association) dated as of
               December 1, 1990 (Exhibit 4(b) to Form 8-K of Tenneco Credit
               Corporation dated December 4, 1990, File No. 0-15095).
  4(c)(1)  -- Indenture between Tenneco Credit Corporation and The First
               National Bank of Boston dated as of June 15, 1988 (Exhibit
               4(c)(1) to Form 10-K of Tenneco Credit Corporation for the 
               fiscal year ended December 31, 1988, File No. 0-15095).
  4(c)(2)  -- First Supplemental Indenture between Tenneco Credit Corporation 
               and The First National Bank of Boston dated as of June 15, 1988
               (Exhibit 4(d) to Form 8-K of Tenneco Credit Corporation dated
               June 28, 1988, File No. 0-15095).
  9        -- None.
  10(a)    -- Operating Agreement between Tenneco Credit Corporation and
               various subsidiaries of Tenneco Inc. as amended and restated as
               of June 15, 1988 (Exhibit 10(a) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1988, File
               No. 0-15095).
  10(b)    -- Investment Agreement among Tenneco Credit Corporation, Tennessee
               Gas Pipeline Company and Tenneco Inc. amended and restated as of
               November 1, 1988 (Exhibit 10(b) to Form 10-K of Tenneco Credit
               Corporation for the fiscal year ended December 31, 1988, File
               No. 0-15095).
  10(c)    -- Performance Agreement of Tennessee Gas Pipeline Company as
               amended and restated as of June 14, 1988 (Exhibit 10(c) to Form
               10-K of Tenneco Credit Corporation for the fiscal year ended
               December 31, 1988, File No. 0-15095).
  10(d)    -- Investment Agreement between Tenneco Credit Corporation and
               Tennessee Gas Pipeline Company (formerly Tenneco Inc.) dated as 
               of October 15, 1984; together with an amendment thereto dated 
               January 14, 1987 (Exhibit 10(d) to Form 8 of Tenneco Credit
               Corporation dated January 14, 1987, File No. 0-15095).
  10(e)    -- Investment Agreement between Tenneco Credit Corporation and
               Tenneco Inc. dated as of June 15, 1988 (Exhibit 10(e) to Form 
               10-K of Tenneco Credit Corporation for the fiscal year ended
               December 31, 1988, File No. 0-15095).
  10(f)    -- Performance Agreement dated as of June 15, 1988 from Tenneco Inc.
               (Exhibit 10(f) to Form 10-K of Tenneco Credit Corporation for
               the fiscal year ended December 31, 1988, File No. 0-15095).
  11       -- None.
 *12       -- Statement re computation of ratio of earnings to fixed charges.
  13       -- None.
  16       -- None.
  18       -- None.
  21       -- Omitted pursuant to the reduced disclosure format permitted by
               General Instruction J to Form 10-K.
  22       -- None.
  23       -- None.
  24       -- None.
 *27       -- Financial data schedule.
  28       -- None.
  99       -- None.
   </TABLE>
                                           25<PAGE>
   <PAGE>


                                      SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) 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.

                                       TENNECO CREDIT CORPORATION




                                        By          Robert T. Blakely          
                                                   Robert T. Blakely
                                                       President

   Date: March 13, 1996


       Pursuant to the requirements of the Securities Exchange Act of 1934, 
   this report has been signed below by the following persons on behalf of 
   the registrant and in the capacities and on the dates indicated.

   <TABLE>
   <CAPTION>
           Signature                   Title                         Date


   <S>                            <C>                          <C>

           Robert T. Blakely      Principal Executive Officer  March 13, 1996
           Robert T. Blakely      and Director




           Mark A. McCollum       Vice President and           March 13, 1996
           Mark A. McCollum             Controller





           Karen R. Osar       
           Karen R. Osar               Director                March 13, 1996

</TABLE>



                                          26<PAGE>

<PAGE>
                                   EXHIBIT INDEX

       Exhibits not incorporated by reference to a prior filing are designated
   by an asterisk; all exhibits not so designated are incorporated herein by
   reference to a prior filing as indicated.

   <TABLE>
   <CAPTION>

     EXHIBIT
     NUMBER                             DESCRIPTION OF EXHIBITS
     -------                            ------------------------

        <S>     <C>
       3(a)     -- Certificate of Incorporation of Tenneco Credit Corporation
                    dated August 6, 1981 (Exhibit 3(a) to Form 10 Registration
                    Statement of Tenneco Credit Corporation, File No. 0-15095).
       3(b)     -- By-Laws of Tenneco Credit Corporation, amended as of March
                    1, 1987 (Exhibit 3(b) to Form 10-K of Tenneco Credit
                    Corporation for the fiscal year ended December 31, 1989,
                    File No. 0-15095).
       4(a)     -- Included in Exhibits 3(a) and 3(b).
       4(b)(1)  -- Indenture between Tenneco Credit Corporation and The Chase
                    Manhattan Bank (National Association) dated as of January
                    15, 1987 (Exhibit 4(b) to Form 10-K of Tenneco Credit
                    Corporation for the fiscal year ended December 31, 1986,
                    File No. 0-15095).
       4(b)(2)  -- First Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of January 16, 1987 (Exhibit 4(c) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1986, File No. 0-15095).
       4(b)(3)  -- Second Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of February 1, 1987 (Exhibit 4(d) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1986, File No. 0-15095).
       4(b)(4)  -- Third Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of August 1, 1987 (Exhibit 4(e) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1987, File No. 0-15095).
       4(b)(5)  -- Fourth Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of June 15, 1988 (Exhibit 4(b)(5) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1988, File No. 0-15095).
       4(b)(6)  -- Fifth Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of June 28, 1988 (Exhibit 4(c) to
                    Form 8-K of Tenneco Credit Corporation dated June 28, 1988,
                    File No. 0-15095).
       4(b)(7)  -- Sixth Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of July 15, 1989 (Exhibit 4(b)(7) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1989, File No. 0-15095).
       4(b)(8)  -- Seventh Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of August 16, 1989 (Exhibit 4(b)(8)
                    to Form 10-K of Tenneco Credit Corporation for the fiscal
                    year ended December 31, 1989, File No. 0-15095).
       4(b)(9)  -- Eighth Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of November 1, 1989 (Exhibit 4(b)(9)
                    to Form 10-K of Tenneco Credit Corporation for the fiscal
                    year ended December 31, 1989, File No. 0-15095).
   /TABLE
<PAGE>
   <PAGE>

   <TABLE>
   <CAPTION>

     EXHIBIT
     NUMBER                      DESCRIPTION OF EXHIBITS
     -------                     -----------------------

      <S>       <C>
       4(b)(10) -- Ninth Supplemental Indenture between Tenneco Credit
                    Corporation and The Chase Manhattan Bank (National
                    Association) dated as of December 1, 1990 (Exhibit 4(b) to
                    Form 8-K of Tenneco Credit Corporation dated December 4,
                    1990, File No. 0-15095).
       4(c)(1)  -- Indenture between Tenneco Credit Corporation and The First
                    National Bank of Boston dated as of June 15, 1988 (Exhibit
                    4(c)(1) to Form 10-K of Tenneco Credit Corporation for the
                    fiscal year ended December 31, 1988, File No. 0-15095).
       4(c)(2)  -- First Supplemental Indenture between Tenneco Credit
                    Corporation and The First National Bank of Boston dated as
                    of June 15, 1988 (Exhibit 4(d) to Form 8-K of Tenneco
                    Credit Corporation dated June 28, 1988, File No. 0-15095).
       9        -- None.
       10(a)    -- Operating Agreement between Tenneco Credit Corporation and
                    various subsidiaries of Tenneco Inc. as amended and
                    restated as of June 15, 1988 (Exhibit 10(a) to Form 10-K of
                    Tenneco Credit Corporation for the fiscal year ended
                    December 31, 1988, File No. 0-15095).
       10(b)    -- Investment Agreement among Tenneco Credit Corporation,
                    Tennessee Gas Pipeline Company and Tenneco Inc. amended and
                    restated as of November 1, 1988 (Exhibit 10(b) to Form 10-K
                    of Tenneco Credit Corporation for the fiscal year ended
                    December 31, 1988, File No. 0-15095).
       10(c)    -- Performance Agreement of Tennessee Gas Pipeline Company as
                    amended and restated as of June 14, 1988 (Exhibit 10(c) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1988, File No. 0-15095).
       10(d)    -- Investment Agreement between Tenneco Credit Corporation and
                    Tennessee Gas Pipeline Company (formerly Tenneco Inc.)
                    dated as of October 15, 1984; together with an amendment
                    thereto dated January 14, 1987 (Exhibit 10(d) to Form 8 of
                    Tenneco Credit Corporation dated January 14, 1987, File 
                    No. 0-15095).
       10(e)    -- Investment Agreement between Tenneco Credit Corporation and
                    Tenneco Inc. dated as of June 15, 1988 (Exhibit 10(e) to
                    Form 10-K of Tenneco Credit Corporation for the fiscal year
                    ended December 31, 1988, File No. 0-15095).
       10(f)    -- Performance Agreement dated as of June 15, 1988 from Tenneco
                    Inc. (Exhibit 10(f) to Form 10-K of Tenneco Credit
                    Corporation for the fiscal year ended December 31, 1988,
                    File No. 0-15095).
       11       -- None.
      *12       -- Statement re computation of ratio of earnings to fixed
                    charges.
       13       -- None.
       16       -- None.
       18       -- None.
       21       -- Omitted pursuant to the reduced disclosure format permitted
                    by General Instruction J to Form 10-K.
       22       -- None.
       23       -- None.
       24       -- None.
      *27       -- Financial data schedule.
       28       -- None.
       99       -- None.

   /TABLE
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