SecProbe.io

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                  August 5, 2005

By U.S. mail and facsimile to (414) 524-3232

R. Bruce McDonald
Vice President and Chief Financial Officer
Johnson Controls, Inc.
5757 N. Green Bay Avenue
Milwaukee, WI 53201

      Re:	Johnson Controls, Inc.
      Form 10-Q for the period ended March 31, 2005
      Filed May 6, 2005
      File No. 1-5097

Dear Mr. McDonald:

      We have reviewed your response letter dated August 3, 2005
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
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.

Form 10-Q for the period ended March 31, 2005

Prior Comment 1

1.  We understand that the $69 million tax benefit recognized in
the
quarter ended 3/31/05 was precipitated by an election to treat a
German subsidiary as liquidated/disposed for US Federal income tax
purposes. We understand that this tax treatment (check-the-box
election) has enabled the Registrant to claim a US tax deduction
for
the write-down of the business even though the subsidiary is not
discontinuing its operations, is not changing its business or its
legal existence, and that no impairment loss has been recognized
for
financial statement purposes. Therefore, it appears that there is
a
timing difference that needs to be recorded as a deferred tax
liability/expense under SFAS 109. Specifically, it appears that at
3/31/05 the Registrant has taken a tax deduction for a loss that
will
not be recognized for financial statement purposes until an
indefinite
time in the future. Please clarify for us whether a deferred tax
liability was recognized and, if so, why the corresponding
deferred
tax expense did not offset the $69 million tax benefit.	``

2. In your 7/18/05 letter, you stated that the 3/31/05 tax
election
generated a $539 million capital loss, of which $187 million was
used
to offset capital gains for US Federal income tax purposes. We
understand that a valuation allowance has been established for the
remaining $352 million. Please clarify for us whether this tax
asset
may be used to offset future capital gains for US Federal income
tax
purposes.

3.  	In your 7/18/05 letter, you also stated that the $539 million
capital loss was primarily based on independent third party
valuations
and represents a write-down of the tax basis of the German
subsidiary.
Given that an independent appraiser determined this material
write-
down was necessary, please tell us why you have not recorded an
impairment charge under SFAS 144.

``
*    *    *    *

      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
as a
correspondence file.  We may raise additional comments after we
review
your responses.

      You may contact Jenn Do at (202) 551-3743, Al Pavot at (202)
551-3738 or me at (202) 551-3255 if you have questions regarding
these
comments.

						Sincerely,

						Nili Shah
	Branch Chief
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Mr. R. Bruce McDonald
Johnson Controls, Inc.
August 5, 2005
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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