SecProbe.io

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      March 2, 2005
Stephen A. Roell, CFO
Johnson Controls, Inc.
5757 N. Green Bay Avenue
Milwaukee, WI 53201

Re:	Johnson Controls, Inc. 	File No. 1-5097
	Form 10-K for the year ended September 30, 2004
            Form 8-K filed October 12, 2004
            Form 10-Q for the quarter ended December 31, 2004

Dear Mr. Roell:

      We have reviewed the financial statements and financial
disclosures in your filings and have the following comments.
Where
indicated, we think you should revise your disclosures in future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments. Please understand that the purpose of
our
review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects.  We welcome any questions you may have about our
comments or on any other aspect of our review.

Form 10-K for the fiscal year ended September 30, 2004

Employee Benefit Plans, page 25

1.	In future filings, please discuss any material disparities
between the funded status of your pension plans and the
corresponding
asset/liability on the Balance Sheet. For example, readers may not
understand why a material prepaid pension asset is recorded at
September 30, 2004 for US plans that are actually underfunded by
$248.2 million. Discuss the material unrecognized actuarial loss
and
the time period that this loss is being amortized.

Risk Management, page 26

2.  		In future filings, please disclose your specific
methodology used to test hedge effectiveness, and how often those
tests are performed. Compliance with SFAS 133 should be clearly
evident.

Environmental, Health and Safety and Other Matters, page 27

3.  	You disclose that you are involved in a number of product
liability and various other suits incident to your operations. In
future filings, please disclose whether such costs have been
material
to net income in any of the years presented.

Summary of significant accounting policies, page 33

4.	You indicate that customer reimbursements are recorded as a
reduction of expense when reimbursement from the customer is
contractually guaranteed. Please tell us the dollar amount of the
reversals for the last fiscal year and the subsequent interim
period.
In future filings, please disclose whether such items are
material.

Acquisitions, page 35
5.  	You indicate that pro forma information reflecting the
acquisition of the Latin American JV had not been disclosed
because
the impact on consolidated net income was not material.  In future
filings, if an acquisition is material to revenue, please provide
the
disclosures pursuant to paragraph 55 of SFAS 141. The MD&A
disclosures infer that the acquisitions materially impacted sales.
Please note the guidance in SAB 99. Also, please quantify in MD&A
the
impact of acquisitions on sales and operating income.

11. Financial Instruments, page 40

6.  	We note you have entered into an equity swap agreement during
fiscal 2004.  In a letter of supplemental information, please tell
us
more about the terms of this agreement, including why you believe
the
expiration date is not determinable.  What are the risks involved
in
this type of arrangement?  How does this arrangement protect you
from
exposure associated with your stock-based compensation plans?
Please
also expand your disclosure in future filings to include this
discussion.

17. Income Taxes, page 47
7.	You indicate that your valuation allowance primarily relates
to
the lack of sustained profitability and/or limited carryforward
periods in certain countries.  However, you also indicate that
your
effective tax rate has decreased because of, among other things,
global tax planning initiatives.  In a letter of supplemental
information, please clarify for us the basis for recording your
allowance, and tell us the positive and negative factors
considered
in your determination, in accordance with paragraphs 20-21 of SFAS
109.  Further, please discuss in MD&A the adverse operating
results
being generated in said countries and quantify therein the
carrying
value of assets whose recoverability is at risk given such adverse
operations. Note that material uncertainties must be disclosed in
MD&A pursuant to Item 303 of Regulation S-K.

20. Segment Information, page 48

8. 	We note on your website news releases announcing the
positions
of certain officers.  The Company has vice presidents and/or
general
managers of certain geographic areas, such as the Americas, and
Japan
and Asia Pacific.  However, the Company purports to operate in
only
two segments, controls and automotive, which are also your
reporting
segments.  In order to further analyze this issue, please provide
to
us the reports used by the chief operating decision maker. See
paragraph 10 of FAS 131.

Form 8-K filed October 12, 2004
9.  	We note here and in subsequent Form 8-Ks filed your use of
return on invested capital (ROIC), a non-GAAP financial measure.
In
future filings, please expand your discussion to more specifically
address why you believe ROIC to be a useful measure in providing
investors with information regarding the Company`s performance.
Refer to Item 10(e)(i)(C) of Regulation S-K.

Form 10-Q for the period ended December 30, 2004

Operating Income, page 17

10.  	You indicate that the gross profit decrease in North
America in the Automotive Group was attributable to the timing of
customer pricing concessions and higher raw material costs. In
future
filings, please disclose the specific business and competitive
factors that caused management to offer these pricing concessions.
Disclose whether using these sales incentives has resulted in your
customers carrying excess inventory levels, and if so, whether
this
practice could reasonably be expected to adversely impact the
Registrant`s sales in the subsequent quarter. Also, elaborate on
the
rising costs of raw materials and whether this issue is expected
to
adversely impact gross profit margins in subsequent quarters. The
market risk disclosures in your 10-K should address this exposure
to
commodity price risk and should disclose how this risk is managed.

11.  	You indicate that the gross profit decrease in North
America in the Controls Group was due to pricing pressures in the
new
construction market and the mix of growth among lines of business.
In future filings, please elaborate on the "pricing
pressures...and
the mix of growth among lines of business."  Such disclosure
should
enable a reader to understand the key business, competitive,
political, and/or economic factors that are materially impacting
your
operating results.
12.  	In future filings, explain in MD&A why gross profit
margins
have decreased from 14% to 12% over the past two years and into
the
first quarter of fiscal 2005.

Comparison of Financial Condition, page 19

13.  	In future filings, disclose the accounts receivable and
inventory turnover ratios and explain material variances.  For
example, why did accounts receivable and costs in excess of
billings
increase at a greater rate than quarterly sales. Such disclosure
is
necessary given the materiality of the asset accounts to your
financial condition.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      You may contact Jenn Li, Staff Accountant, at (202) 942-
1956,
Al Pavot, Staff Accountant at (202) 942-1764 or me at (202) 942-
1798
if you have questions regarding comments on the financial
statements
and related matters.

							Sincerely,

							John Hartz
							Senior Assistant Chief
Accountant

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Mr. Stephen A. Roell
Johnson Controls, Inc.
March 2, 2005
Page 4 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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