FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person* Kennedy, John P.	2. Issuer Name and Ticker or Trading Symbol Johnson Controls, Inc. (JCI)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President, Secretary and General Counsel
(Last) (First) (Middle) 5757 N. Green Bay Avenue P.O. Box 591	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year November 20, 2002
(Street) Milwaukee, WI 53201-0591		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	Code	V	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,810	I	By 401(k) Plan Trust
Preferred Stock Series D								1,141	I	By 401(k) Plan ESOP Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units/Excess Benefit Plan-Common

1-for-1

⁽¹⁾

⁽²⁾

Common Stock

1,542

Phantom Stock Units/Excess Benefit Plan-Preferred

1-for-1

⁽³⁾

⁽⁴⁾

Preferred Stock Series D

1,513

Phantom Stock Units/ LTPP

1-for-1

⁽⁵⁾

⁽⁶⁾

Common Stock

21,721.6

Phanton Stock Units/ Restricted Stock Grant

1-for-1

⁽⁷⁾

⁽⁸⁾

Common Stock

10,121.3

Stock Option

$45.0938

11/19/99

11/19/07

Common Stock

13,500

Stock Option/Tandem SAR⁽⁹⁾

$45.0938

11/19/99

11/19/07

Common Stock

13,500

Stock Appreciation Rights/Tandem Stock Option⁽¹⁰⁾

$45.0938

11/19/99

11/19/07

Common Stock

13,500

Stock Option

$57.7813

11/18/00

11/18/08

Common Stock

14,000

Stock Option/Tandem SAR⁽¹¹⁾

$57.7813

11/18/00

11/18/08

Common Stock

14,000

Stock Appreciation Rights/Tandem Stock Option⁽¹²⁾

$57.7813

11/18/00

11/18/08

Common Stock

14,000

Stock Option

$58.4063

11/17/01

11/17/09

Common Stock

25,000

Stock Option

$56.8438

11/15/02

11/15/10

Common Stock

30,000

Stock Option

$80.23

11/14/03

11/14/11

Common Stock

25,000

Stock Option

$80.595

11/20/2002

37,000

11/20/04⁽¹³⁾

11/20/12

Common Stock

37,000

Explanation of Responses:

(1) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(2) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(3) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(4) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(5) The phantom stock units were accrued under the Johnson Controls Long-Term Performance Plan and are to be settled 100% in cash upon the reporting person's retirement.
(6) The phantom stock units were accrued under the Johnson Controls Long-Term Performance Plan and are to be settled 100% in cash upon the reporting person's retirement.
(7) The restricted stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The restrictive period ends on 1/2/2004 and 1/2/2006 in 50% increments. The units are to be settled 100% in cash upon the reporting person's retirement.
(8) The restricted stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The restrictive period ends on 1/2/2004 and 1/2/2006 in 50% increments. The units are to be settled 100% in cash upon the reporting person's retirement.
(9) The stock option and the stock appreciation rights were granted in tandem. Accordingly, the exercise of one results in the surrender of the other.
(10) The stock appreciation rights and the stock option were granted in tandem. Accordingly, the exercise of one results in the surrender of the other.
(11) The stock option and the stock appreciation rights were granted in tandem. Accordingly, the exercise of one results in the surrender of the other.
(12) The stock appreciation rights and the stock option were granted in tandem. Accordingly, the exercise of one results in the surrender of the other.
(13) The options become exercisable two years after the grant date in 50% increments on 11/20/04 and 11/20/05.

By: /s/ Arlene D. Gumm
Attorney-In-Fact for John P. Kennedy
**Signature of Reporting Person

11/22/2002
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of Jerome D. Okarma, Arlene D. Gumm, Barbara L. Heil and any of their substitutes, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), in the undersigned's capacity as an officer of Johnson Controls, Inc., a Wisconsin corporation (the "Company"), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, "Documents");
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact's substitute or substitutes or the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act.  The undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of August, 2002.

	  /s/ John P. Kennedy - Signature

             Printed Name:  John P. Kennedy

JOHNSON CONTROLS INC 4