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


     DIVISION OF
CORPORATION FINANCE




                                                               May 6, 2019


  Via Email

  Alan M. Klein
  Simpson Thacher & Bartlett LLP
  425 Lexington Avenue
  New York, New York 10017

          Re:     Johnson Controls International plc
                  Schedule TO-I filed May 3, 2019
                  SEC File No. 5-43685

  Dear Mr. Klein:

           The staff in the Office of Mergers and Acquisitions in the Division
of Corporation
  Finance has conducted a limited review of the filing listed above, focused on
the matters
  identified in our comments below. All defined terms have the same meaning as
in your
  filing, unless otherwise noted.

         Please respond to this letter promptly by filing an amendment, by
providing the
  requested information, or by advising us when you will provide the requested
response. If
  you do not believe our comments apply to your facts and circumstances or do
not believe
  an amendment is appropriate, please tell us why in your response.

          After reviewing any amendment and the information you provide in
response to
  these comments, we may have additional comments. In some of our comments, we
may
  ask you to provide us with information so we may better understand your
disclosure.

  Exhibit (a)(1)(A) - Offer to Purchase

  Section 5. Purchase of Shares and Payment of Purchase Price; Redemption, page
28

      1. In this Section on page 29, you state that the Company is authorized
under its
         Articles of Association to effect repurchases of Shares as
"redemptions" and any
         purchases of Shares in the Offer will be considered redemptions.
Revise to
         explain the impact of the redemption designation and how (if at all)
it differs from
 Alan M. Klein, Esq.
Simpson Thacher & Bartlett LLP
May 6, 2019
Page 2



       an ordinary purchase. If this is related to the matters addressed in our
next two
       comments, please so note.

Conditions of the Offer, page 30

   2. Refer to the conditions listed in the third and fourth bullets in this
Section. To
      avoid an illusory offer, all conditions must be outside of the control of
the bidder.
      In this context, determining whether a condition has been satisfied "in
[bidder's]
      absolute discretion," is problematic. Please revise the last sentence of
each
      condition to include a reasonableness standard.

   3. See our last comment above. In your response letter, with a view to
additional
      disclosure if necessary, explain who will determine whether these
conditions have
      been satisfied and when they will do so. State whether Irish regulatory
authorities
      will play a role in this determination.

        We remind you that the filing person is responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action
by the staff. Please contact me at (202) 551- 3263 with any questions about
these
comments.



                                                             Sincerely,

                                                             /s/ Christina
Chalk

                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
and
                                                             Acquisitions