Registration No. 333-______


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               ------------------

                             JOHNSON CONTROLS, INC.
             (Exact name of registrant as specified in its charter)

      Wisconsin                                                       39-0380010
 (State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

         5757 N. Green Bay Avenue
              P. O. Box 591
           Milwaukee, Wisconsin                                     53201
 (Address of principal executive offices)                        (Zip Code)

              Johnson Controls Savings and Investment (401K) Plan
          Johnson Controls World Services Inc. Retirement Savings Plan
      Johnson Controls Northern New Mexico, L.L.C. Retirement Savings Plan
              ASG/John's Creek Savings and Investment (401K) Plan
                        Prince Employee Retirement Trust
                           (Full title of the plans)

                              --------------------
                                John P. Kennedy
                                   Secretary
                             Johnson Controls, Inc.
                            5757 N. Green Bay Avenue
                                 P. O. Box 591
                           Milwaukee, Wisconsin 53201
                                 (414) 228-1200
(Name, address and telephone number, including area code, of agent for service)

                           --------------------------
<TABLE>

                                           CALCULATION OF REGISTRATION FEE
<CAPTION>

- ---------------------- ------------------ ------------------- -------------------- -------------------

       Title of             Amount         Proposed Maximum     Proposed Maximum
   Securities to be         to be           Offering Price     Aggregate Offering      Amount of
      Registered          Registered           Per Share              Price         Registration Fee
- ---------------------- ------------------ ------------------- -------------------- -------------------

<S>                     <C>                   <C>                 <C>                  <C>       
Common Stock,           2,400,000 shares      $46.46875(1)        $111,525,000(1)      $31,003.95
$0.16-2/3 par value

Common Stock Purchase   2,400,000 rights         (2)                  (2)                (2)
Rights
- ---------------------- ------------------ ------------------- -------------------- -------------------
</TABLE>

(1) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
    for the purpose of calculating the  registration fee based on the average of
    the high and low prices for Johnson  Controls,  Inc. Common Stock on the New
    York Stock Exchange consolidated reporting system on October 21, 1998.

(2) The value  attributable  to the Common Stock Purchase Rights is reflected in
    the market price of the Common Stock to which the Rights are attached.
                          ----------------------------

    In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

          The following documents filed with the Commission by Johnson Controls,
Inc. (the "Company") or by the Johnson  Controls  Savings and Investment  (401K)
Plan,  the Johnson  Controls World  Services Inc.  Retirement  Savings Plan, the
Johnson  Controls  Northern New Mexico,  L.L.C.  Retirement  Savings  Plan,  the
ASG/John's  Creek  Savings and  Investment  (401K) Plan and the Prince  Employee
Retirement Trust (the "Plans") are hereby incorporated herein by reference:

          1. The Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1997, which includes certified financial  statements of
the Company as of and for the fiscal year ended September 30, 1997.

          2. Each of the Johnson Controls Savings and Investment  (401K) Plan's,
the Johnson  Controls  World  Services Inc.  Retirement  Savings  Plan's and the
Johnson Controls Northern New Mexico,  L.L.C.  Retirement  Savings Plan's Annual
Reports  on Form 11-K for the year  ended  December  31,  1997,  which  includes
certified  financial  statements  each  of  the  Johnson  Controls  Savings  and
Investment  (401K) Plan, the Johnson  Controls  World  Services Inc.  Retirement
Savings Plan and the Johnson  Controls  Northern New Mexico,  L.L.C.  Retirement
Savings Plan as of and for the year ended December 31, 1997.

          3. All other  reports  filed by the Company  since  September 30, 1997
pursuant to Section 13(a) or 15 (d) of the  Securities  Exchange Act of 1934, as
amended.

          4. The  description of the Company's  Common Stock contained in Item 1
of the  Company's  Registration  Statement on Form 8-A dated April 23, 1965,  as
superseded   by  the   description   contained  in  the   Company's   definitive
proxy/registration  statement (Form S-14 Registration No. 2-62382)  incorporated
by reference as Exhibit 1 to Current Report on Form 8-K, dated October 23, 1978,
and in the Company's  Registration  Statement on Form S-14, dated April 18, 1985
(Registration No. 2-97136),  and any amendments or reports filed for the purpose
of updating such description.

                                      -2-
<PAGE>

          5. The  description  of the  Company's  Common Stock  Purchase  Rights
contained in Item 1 of the Company's  Registration  Statement on Form 8-A, filed
November  30,  1994,  and any  amendments  or reports  filed for the  purpose of
updating such description.

          All documents  subsequently filed by the Company or the Plans pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended,  after the date of filing of this  Registration  Statement and prior to
such time as the Company files a post-effective  amendment to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.
         --------------------------
                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------
                  None.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
Bylaws,  directors  and  officers  of the  Company  are  entitled  to  mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent  such  officers  or  directors  are  successful  in the  defense of a
proceeding  and (ii) in  proceedings  in which the  director  or  officer is not
successful  in the  defense  thereof,  unless  (in the  latter  case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company and such breach or failure constituted:  (a) a willful failure to
deal fairly with the Company or its  shareholders in connection with a matter in
which the  director  or  officer  had a material  conflict  of  interest;  (b) a
violation of the  criminal  law,  unless the director or officer had  reasonable
cause to believe  his or her conduct  was lawful or had no  reasonable  cause to
believe  his or her  conduct  was  unlawful;  (c) a  transaction  from which the
director  or officer  derived  an  improper  personal.  profit;  or (d)  willful
misconduct.  The Wisconsin Business  Corporation Law specifically states that it
is the policy of Wisconsin to require or permit  indemnification  in  connection
with a proceeding involving securities regulation,  as described therein, to the
extent  required  or  permitted  as  described  above.  Additionally,  under the
Wisconsin Business  Corporation Law, directors of the Company are not subject to
personal  liability to the Company,  its  shareholders  or any person  asserting
rights on behalf  thereof for  certain  breaches or failures to perform any duty
resulting solely from their status except in circumstances  paralleling those in
subparagraphs (a) through (d) outlined above.

          Expenses for the defense of any action for which  indemnification  may
be available may be advanced by the Company under certain circumstances.

                                      -3-
<PAGE>

          The indemnification provided by the Wisconsin Business Corporation Law
and the  Company's  By-Laws  is not  exclusive  of any  other  rights to which a
director or officer of the Company may be  entitled.  The general  effect of the
foregoing  provisions  may be to reduce  the  circumstances  which an officer or
director  may  be  required  to  bear  the  economic  burden  of  the  foregoing
liabilities and expense.

          The Company  maintains a liability  insurance policy for its directors
and  officers as  permitted  by  Wisconsin  law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

                  Not applicable.

Item 8.  Exhibits.
         --------

          The exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

          The undersigned  Registrant hereby undertakes to submit the ASG/John's
Creek Savings and Investment  (401K) Plan, as amended,  and the Prince  Employee
Retirement  Trust,  as amended,  to the Internal  Revenue  Service  ("IRS") in a
timely manner and will make all changes required by the IRS in order to continue
the  qualification of the Prince Employee  Retirement Trust under Section 401 of
the Internal Revenue Code of 1986, as amended (the "IRC").

          The undersigned  Registrant has submitted the Johnson Controls Savings
and Investment (401K) Plan, the Johnson Controls World Services Inc.  Retirement
Savings  Plan and the Johnson  Controls  Northern New Mexico,  L.L.C  Retirement
Savings Plan to the IRS in a timely manner and has made all changes  required by
the IRS in order to qualify such plans under Section 401 of the IRC.

Item 9.  Undertakings.
         -------------

                  (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include  any  prospectus  required  by Section
         10(a)(3) of the Securities Act of 1933, as amended;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective amendment 

                                      -4-
<PAGE>

          thereof)  which,  individually  or  in  the  aggregate,   represent  a
          fundamental  change in the information  set forth in the  Registration
          Statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         Registration  Statement or any material  change to such  information in
         the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934, as amended,  that is incorporated
by  reference  in  this  Registration  Statement  shall  be  deemed  to be a new
Registration  Statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -5-
<PAGE>



                                   SIGNATURES
                                   ----------

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Milwaukee,  State of  Wisconsin,  as of October 23,
1998.

                             JOHNSON CONTROLS, INC.



                                    By:     /s/ James H. Keyes
                                            James H. Keyes
                                            Chairman and Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed  below as of October 23,  1998,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Stephen A. Roell and John P. Kennedy, and
each of them individually,  his or her  attorneys-in-fact  and agents, with full
power of substitution and  resubstitution for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to the Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ James H. Keyes             Chairman, Chief Executive Officer and Director
James H. Keyes                          (principal executive officer)

/s/ Stephen A. Roell          Senior Vice President and Chief Financial Officer
Stephen A. Roell                (principal financial and accounting officer)

/s/ William F. Andrews                            Director
William F. Andrews

/s/ Robert L. Barnett                             Director
Robert L. Barnett

                                      S-1
<PAGE>


/s/ John M. Barth                                Director
John M. Barth

/s/ Fred L. Brengel                               Director
Fred L. Brengel

/s/ Paul A. Brunner                               Director
Paul A. Brunner

/s/ Robert A. Cornog                              Director
Robert A. Cornog

/s/ Willie D. Davis                               Director
Willie D. Davis

/s/ William H. Lacy                               Director
William H. Lacy

/s/ Southwood J. Morcott                          Director
Southwood J. Morcott

/s/ Richard F. Teerlink                           Director
Richard F. Teerlink

/s/ Gilbert R. Whitaker, Jr.                      Director
Gilbert R. Whitaker, Jr.


                                      S-2
<PAGE>



          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  the  Johnson  Controls  Employee  Benefits  Policy  Committee,   which
administers the Johnson  Controls  Savings and Investment  (401K) Plan, has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Milwaukee, and the State
of Wisconsin, on this 23rd day of October, 1998.

                                            JOHNSON CONTROLS SAVINGS AND
                                            INVESTMENT (401K) PLAN



                                            By:      /s/ Susan Davis
                                                     Susan Davis



                                            By:      /s/ John P. Kennedy
                                                    John P. Kennedy



                                            By:      /s/ Stephen A. Roell
                                                     Stephen A. Roell

                                            The   foregoing   persons   are  all
                                            members  of  the  Johnson   Controls
                                            Employee  Benefits Policy Committee,
                                            which  is the  administrator  of the
                                            Johnson    Controls    Savings   and
                                            Investment (401K) Plan.

                                      S-3

<PAGE>



          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  the Johnson  Controls  World  Services  Inc.  Benefits  Administration
Committee, which administers the Johnson Controls World Services Inc. Retirement
Savings Plan,  has duly caused this  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Milwaukee,
and the State of Wisconsin, on this 23rd day of October, 1998.

                                            JOHNSON CONTROLS WORLD SERVICES INC.
                                            RETIREMENT SAVINGS PLAN



                                            By:      /s/ Bettie Kennedy
                                                     Bettie Kennedy



                                            By:      /s/ Jerome D. Okarma
                                                     Jerome D. Okarma



                                            By:      /s/ Darlene M. Rose
                                                     Darlene M. Rose



                                            By:      /s/ Carol S. Willenbrock
                                                     Carol S. Willenbrock

                                        The foregoing persons are all members of
                                        the Johnson Controls World Services Inc.
                                        Benefits Administration Committee, which
                                        is  the  administrator  of  the  Johnson
                                        Controls World Services Inc.  Retirement
                                        Savings Plan.

                                      S-4
<PAGE>


          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the John Controls Northern New Mexico, L.L.C.  Benefits  Administration
Committee,  which administers the Johnson Controls  Northern New Mexico,  L.L.C.
Retirement  Savings  Plan,  has duly caused this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Milwaukee, and the State of Wisconsin, on this 23rd day of October, 1998.

                                           JOHNSON CONTROLS NORTHERN NEW MEXICO,
                                           L.L.C. RETIREMENT SAVINGS PLAN



                                            By:      /s/ Jerome D. Okarma
                                                    Jerome D. Okarma



                                            By:      /s/ Darlene M. Rose
                                                     Darlene M. Rose



                                            By:      /s/ Carol S. Willenbrock
                                                     Carol S. Willenbrock

                                        The foregoing persons are all members of
                                        the  Johnson   Controls   Northern   New
                                        Mexico, L.L.C.  Benefits  Administration
                                        Committee, which is the administrator of
                                        the  Johnson   Controls   Northern   New
                                        Mexico, L.L.C. Retirement Savings Plan.

                                      S-5
<PAGE>


          Pursuant to the requirements of the Securities Act of 1933, as
amended,  the  Johnson  Controls  Employee  Benefits  Policy  Committee,   which
administers  the ASG/John's  Creek Savings and Investment  (401K) Plan, has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Milwaukee, and the State
of Wisconsin, on this 23rd day of October, 1998.

                                            ASG/JOHN'S CREEK SAVING AND
                                            INVESTMENT (401K) PLAN



                                            By:      /s/ Susan Davis
                                                      Susan Davis



                                            By:      /s/ John P. Kennedy
                                                      John P. Kennedy



                                            By:      /s/ Stephen A. Roell
                                                     Stephen A. Roell

                                            The   foregoing   persons   are  all
                                            members  of  the  Johnson   Controls
                                            Employee  Benefits Policy Committee,
                                            which  is the  administrator  of the
                                            ASG/John's    Creek    Savings   and
                                            Investment (401K) Plan.

                                      S-6
<PAGE>


          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the Prince Employees Retirement Trust Committee,  which administers the
Prince Employee Retirement Trust, has duly caused this Registration Statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of  Milwaukee,  and the State of  Wisconsin,  on this 23rd day of  October,
1998.

                        PRINCE EMPLOYEE RETIREMENT TRUST



                                            By:      /s/ William Beckman 
                                                     William Beckman



                                            By:      /s/ Bruce Los
                                                      Bruce Los


                                            The   foregoing   persons   are  all
                                            members  of  the  Prince   Employees
                                            Retirement Trust Committee, which is
                                            the   administrator  of  the  Prince
                                            Employee Retirement Trust.


                                      S-7
<PAGE>


                                                 EXHIBIT INDEX

Exhibit No.                                          Exhibit
- -----------                                          -------
(4.1)                         Rights   Agreement   between  the  Registrant  and
                              Firstar Trust Company (Rights  Agent),  as amended
                              November  16, 1994  (incorporated  by reference to
                              Exhibit 4.C to the  Registrant's  Annual Report on
                              Form 10-K for the fiscal year ended  September 30,
                              1994 (Commission File No. 1-5097)).

(23.1)                        Consent of PricewaterhouseCoopers LLP

(24)                          Powers  of   Attorney   relating   to   subsequent
                              amendments (included on the signature page to this
                              Registration Statement).

                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27423}]
{"company-data": {"conformed-name": "JOHNSON CONTROLS INC", "cik": "0000053669", "assigned-sic": "2531", "irs-number": "390380010", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "file-number": "333-66073", "film-number": "98730098"}, "business-address": {"street1": "5757 N GREEN BAY AVENUE", "street2": "P O BOX 591", "city": "MILWAUKEE", "state": "WI", "zip": "53209", "phone": "4142281200"}}
Registration No. 333-______

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               ------------------

                             JOHNSON CONTROLS, INC.
             (Exact name of registrant as specified in its charter)

      Wisconsin                                                       39-0380010
 (State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

         5757 N. Green Bay Avenue
              P. O. Box 591
           Milwaukee, Wisconsin                                     53201
 (Address of principal executive offices)                        (Zip Code)

              Johnson Controls Savings and Investment (401K) Plan
          Johnson Controls World Services Inc. Retirement Savings Plan
      Johnson Controls Northern New Mexico, L.L.C. Retirement Savings Plan
              ASG/John's Creek Savings and Investment (401K) Plan
                        Prince Employee Retirement Trust
                           (Full title of the plans)

                              --------------------
                                John P. Kennedy
                                   Secretary
                             Johnson Controls, Inc.
                            5757 N. Green Bay Avenue
                                 P. O. Box 591
                           Milwaukee, Wisconsin 53201
                                 (414) 228-1200
(Name, address and telephone number, including area code, of agent for service)

                           --------------------------

                                           CALCULATION OF REGISTRATION FEE
- ---------------------- ------------------ ------------------- -------------------- -------------------

       Title of             Amount         Proposed Maximum     Proposed Maximum
   Securities to be         to be           Offering Price     Aggregate Offering      Amount of
      Registered          Registered           Per Share              Price         Registration Fee
- ---------------------- ------------------ ------------------- -------------------- -------------------
Common Stock,           2,400,000 shares      $46.46875(1)        $111,525,000(1)      $31,003.95
$0.16-2/3 par value

Common Stock Purchase   2,400,000 rights         (2)                  (2)                (2)
Rights
- ---------------------- ------------------ ------------------- -------------------- -------------------
(1) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
    for the purpose of calculating the  registration fee based on the average of
    the high and low prices for Johnson  Controls,  Inc. Common Stock on the New
    York Stock Exchange consolidated reporting system on October 21, 1998.

(2) The value  attributable  to the Common Stock Purchase Rights is reflected in
    the market price of the Common Stock to which the Rights are attached.
                          ----------------------------

    In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

          The following documents filed with the Commission by Johnson Controls,
Inc. (the "Company") or by the Johnson  Controls  Savings and Investment  (401K)
Plan,  the Johnson  Controls World  Services Inc.  Retirement  Savings Plan, the
Johnson  Controls  Northern New Mexico,  L.L.C.  Retirement  Savings  Plan,  the
ASG/John's  Creek  Savings and  Investment  (401K) Plan and the Prince  Employee
Retirement Trust (the "Plans") are hereby incorporated herein by reference:

          1. The Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1997, which includes certified financial  statements of
the Company as of and for the fiscal year ended September 30, 1997.

          2. Each of the Johnson Controls Savings and Investment  (401K) Plan's,
the Johnson  Controls  World  Services Inc.  Retirement  Savings  Plan's and the
Johnson Controls Northern New Mexico,  L.L.C.  Retirement  Savings Plan's Annual
Reports  on Form 11-K for the year  ended  December  31,  1997,  which  includes
certified  financial  statements  each  of  the  Johnson  Controls  Savings  and
Investment  (401K) Plan, the Johnson  Controls  World  Services Inc.  Retirement
Savings Plan and the Johnson  Controls  Northern New Mexico,  L.L.C.  Retirement
Savings Plan as of and for the year ended December 31, 1997.

          3. All other  reports  filed by the Company  since  September 30, 1997
pursuant to Section 13(a) or 15 (d) of the  Securities  Exchange Act of 1934, as
amended.

          4. The  description of the Company's  Common Stock contained in Item 1
of the  Company's  Registration  Statement on Form 8-A dated April 23, 1965,  as
superseded   by  the   description   contained  in  the   Company's   definitive
proxy/registration  statement (Form S-14 Registration No. 2-62382)  incorporated
by reference as Exhibit 1 to Current Report on Form 8-K, dated October 23, 1978,
and in the Company's  Registration  Statement on Form S-14, dated April 18, 1985
(Registration No. 2-97136),  and any amendments or reports filed for the purpose
of updating such description.

                                      -2-
5. The  description  of the  Company's  Common Stock  Purchase  Rights
contained in Item 1 of the Company's  Registration  Statement on Form 8-A, filed
November  30,  1994,  and any  amendments  or reports  filed for the  purpose of
updating such description.

          All documents  subsequently filed by the Company or the Plans pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended,  after the date of filing of this  Registration  Statement and prior to
such time as the Company files a post-effective  amendment to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.
         --------------------------
                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------
                  None.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
Bylaws,  directors  and  officers  of the  Company  are  entitled  to  mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent  such  officers  or  directors  are  successful  in the  defense of a
proceeding  and (ii) in  proceedings  in which the  director  or  officer is not
successful  in the  defense  thereof,  unless  (in the  latter  case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company and such breach or failure constituted:  (a) a willful failure to
deal fairly with the Company or its  shareholders in connection with a matter in
which the  director  or  officer  had a material  conflict  of  interest;  (b) a
violation of the  criminal  law,  unless the director or officer had  reasonable
cause to believe  his or her conduct  was lawful or had no  reasonable  cause to
believe  his or her  conduct  was  unlawful;  (c) a  transaction  from which the
director  or officer  derived  an  improper  personal.  profit;  or (d)  willful
misconduct.  The Wisconsin Business  Corporation Law specifically states that it
is the policy of Wisconsin to require or permit  indemnification  in  connection
with a proceeding involving securities regulation,  as described therein, to the
extent  required  or  permitted  as  described  above.  Additionally,  under the
Wisconsin Business  Corporation Law, directors of the Company are not subject to
personal  liability to the Company,  its  shareholders  or any person  asserting
rights on behalf  thereof for  certain  breaches or failures to perform any duty
resulting solely from their status except in circumstances  paralleling those in
subparagraphs (a) through (d) outlined above.

          Expenses for the defense of any action for which  indemnification  may
be available may be advanced by the Company under certain circumstances.

                                      -3-
The indemnification provided by the Wisconsin Business Corporation Law
and the  Company's  By-Laws  is not  exclusive  of any  other  rights to which a
director or officer of the Company may be  entitled.  The general  effect of the
foregoing  provisions  may be to reduce  the  circumstances  which an officer or
director  may  be  required  to  bear  the  economic  burden  of  the  foregoing
liabilities and expense.

          The Company  maintains a liability  insurance policy for its directors
and  officers as  permitted  by  Wisconsin  law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

                  Not applicable.

Item 8.  Exhibits.
         --------

          The exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

          The undersigned  Registrant hereby undertakes to submit the ASG/John's
Creek Savings and Investment  (401K) Plan, as amended,  and the Prince  Employee
Retirement  Trust,  as amended,  to the Internal  Revenue  Service  ("IRS") in a
timely manner and will make all changes required by the IRS in order to continue
the  qualification of the Prince Employee  Retirement Trust under Section 401 of
the Internal Revenue Code of 1986, as amended (the "IRC").

          The undersigned  Registrant has submitted the Johnson Controls Savings
and Investment (401K) Plan, the Johnson Controls World Services Inc.  Retirement
Savings  Plan and the Johnson  Controls  Northern New Mexico,  L.L.C  Retirement
Savings Plan to the IRS in a timely manner and has made all changes  required by
the IRS in order to qualify such plans under Section 401 of the IRC.

Item 9.  Undertakings.
         -------------

                  (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include  any  prospectus  required  by Section
         10(a)(3) of the Securities Act of 1933, as amended;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective amendment 

                                      -4-
thereof)  which,  individually  or  in  the  aggregate,   represent  a
          fundamental  change in the information  set forth in the  Registration
          Statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         Registration  Statement or any material  change to such  information in
         the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934, as amended,  that is incorporated
by  reference  in  this  Registration  Statement  shall  be  deemed  to be a new
Registration  Statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES
                                   ----------

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Milwaukee,  State of  Wisconsin,  as of October 23,
1998.

                             JOHNSON CONTROLS, INC.

                                    By:     /s/ James H. Keyes
                                            James H. Keyes
                                            Chairman and Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed  below as of October 23,  1998,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Stephen A. Roell and John P. Kennedy, and
each of them individually,  his or her  attorneys-in-fact  and agents, with full
power of substitution and  resubstitution for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to the Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ James H. Keyes             Chairman, Chief Executive Officer and Director
James H. Keyes                          (principal executive officer)

/s/ Stephen A. Roell          Senior Vice President and Chief Financial Officer
Stephen A. Roell                (principal financial and accounting officer)

/s/ William F. Andrews                            Director
William F. Andrews

/s/ Robert L. Barnett                             Director
Robert L. Barnett

                                      S-1
/s/ John M. Barth                                Director
John M. Barth

/s/ Fred L. Brengel                               Director
Fred L. Brengel

/s/ Paul A. Brunner                               Director
Paul A. Brunner

/s/ Robert A. Cornog                              Director
Robert A. Cornog

/s/ Willie D. Davis                               Director
Willie D. Davis

/s/ William H. Lacy                               Director
William H. Lacy

/s/ Southwood J. Morcott                          Director
Southwood J. Morcott

/s/ Richard F. Teerlink                           Director
Richard F. Teerlink

/s/ Gilbert R. Whitaker, Jr.                      Director
Gilbert R. Whitaker, Jr.

                                      S-2
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  the  Johnson  Controls  Employee  Benefits  Policy  Committee,   which
administers the Johnson  Controls  Savings and Investment  (401K) Plan, has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Milwaukee, and the State
of Wisconsin, on this 23rd day of October, 1998.

                                            JOHNSON CONTROLS SAVINGS AND
                                            INVESTMENT (401K) PLAN

                                            By:      /s/ Susan Davis
                                                     Susan Davis

                                            By:      /s/ John P. Kennedy
                                                    John P. Kennedy

                                            By:      /s/ Stephen A. Roell
                                                     Stephen A. Roell

                                            The   foregoing   persons   are  all
                                            members  of  the  Johnson   Controls
                                            Employee  Benefits Policy Committee,
                                            which  is the  administrator  of the
                                            Johnson    Controls    Savings   and
                                            Investment (401K) Plan.

                                      S-3
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  the Johnson  Controls  World  Services  Inc.  Benefits  Administration
Committee, which administers the Johnson Controls World Services Inc. Retirement
Savings Plan,  has duly caused this  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Milwaukee,
and the State of Wisconsin, on this 23rd day of October, 1998.

                                            JOHNSON CONTROLS WORLD SERVICES INC.
                                            RETIREMENT SAVINGS PLAN

                                            By:      /s/ Bettie Kennedy
                                                     Bettie Kennedy

                                            By:      /s/ Jerome D. Okarma
                                                     Jerome D. Okarma

                                            By:      /s/ Darlene M. Rose
                                                     Darlene M. Rose

                                            By:      /s/ Carol S. Willenbrock
                                                     Carol S. Willenbrock

                                        The foregoing persons are all members of
                                        the Johnson Controls World Services Inc.
                                        Benefits Administration Committee, which
                                        is  the  administrator  of  the  Johnson
                                        Controls World Services Inc.  Retirement
                                        Savings Plan.

                                      S-4
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the John Controls Northern New Mexico, L.L.C.  Benefits  Administration
Committee,  which administers the Johnson Controls  Northern New Mexico,  L.L.C.
Retirement  Savings  Plan,  has duly caused this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Milwaukee, and the State of Wisconsin, on this 23rd day of October, 1998.

                                           JOHNSON CONTROLS NORTHERN NEW MEXICO,
                                           L.L.C. RETIREMENT SAVINGS PLAN

                                            By:      /s/ Jerome D. Okarma
                                                    Jerome D. Okarma

                                            By:      /s/ Darlene M. Rose
                                                     Darlene M. Rose

                                            By:      /s/ Carol S. Willenbrock
                                                     Carol S. Willenbrock

                                        The foregoing persons are all members of
                                        the  Johnson   Controls   Northern   New
                                        Mexico, L.L.C.  Benefits  Administration
                                        Committee, which is the administrator of
                                        the  Johnson   Controls   Northern   New
                                        Mexico, L.L.C. Retirement Savings Plan.

                                      S-5
Pursuant to the requirements of the Securities Act of 1933, as
amended,  the  Johnson  Controls  Employee  Benefits  Policy  Committee,   which
administers  the ASG/John's  Creek Savings and Investment  (401K) Plan, has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Milwaukee, and the State
of Wisconsin, on this 23rd day of October, 1998.

                                            ASG/JOHN'S CREEK SAVING AND
                                            INVESTMENT (401K) PLAN

                                            By:      /s/ Susan Davis
                                                      Susan Davis

                                            By:      /s/ John P. Kennedy
                                                      John P. Kennedy

                                            By:      /s/ Stephen A. Roell
                                                     Stephen A. Roell

                                            The   foregoing   persons   are  all
                                            members  of  the  Johnson   Controls
                                            Employee  Benefits Policy Committee,
                                            which  is the  administrator  of the
                                            ASG/John's    Creek    Savings   and
                                            Investment (401K) Plan.

                                      S-6
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the Prince Employees Retirement Trust Committee,  which administers the
Prince Employee Retirement Trust, has duly caused this Registration Statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of  Milwaukee,  and the State of  Wisconsin,  on this 23rd day of  October,
1998.

                        PRINCE EMPLOYEE RETIREMENT TRUST

                                            By:      /s/ William Beckman 
                                                     William Beckman

                                            By:      /s/ Bruce Los
                                                      Bruce Los

                                            The   foregoing   persons   are  all
                                            members  of  the  Prince   Employees
                                            Retirement Trust Committee, which is
                                            the   administrator  of  the  Prince
                                            Employee Retirement Trust.

                                      S-7
EXHIBIT INDEX

Exhibit No.                                          Exhibit
- -----------                                          -------
(4.1)                         Rights   Agreement   between  the  Registrant  and
                              Firstar Trust Company (Rights  Agent),  as amended
                              November  16, 1994  (incorporated  by reference to
                              Exhibit 4.C to the  Registrant's  Annual Report on
                              Form 10-K for the fiscal year ended  September 30,
                              1994 (Commission File No. 1-5097)).

(23.1)                        Consent of PricewaterhouseCoopers LLP

(24)                          Powers  of   Attorney   relating   to   subsequent
                              amendments (included on the signature page to this
                              Registration Statement).

                                      E-1