Mail Stop 7010
									October 12, 2005
C. David Myers
President and Chief Executive Officer
York International Corporation
631 South Richland Avenue
York, Pennsylvania 17403


Re:	York International Corporation
	Schedule 14A
      Filed September 15, 2005
	File No. 001-10863

Dear Mr. Myers:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. We note that MacKenzie Partners, Inc. is assisting you in
soliciting proxies.  Other than the fee of $6,500, please disclose
the
material features of your contract with MacKenzie Partners.
Please
refer to Item 4(a)(3) of Schedule 14A.  Additionally, please note
that
all written soliciting materials, including emails or scripts to
be
used in soliciting proxies over the telephone, must be filed under
cover of Schedule 14A.  Please refer to Item 14a-6(b) and (c) and
confirm your understanding.




Letter to Stockholders and Notice of Special Meeting of
Stockholders

2. Please revise your description of the merger to state simply
that
Johnson Controls, Inc. will acquire you through a merger and you
will
cease to exist as a public company.

3. In the Letter to Stockholders, please disclose along with the
board`s recommendation that it will directly benefit from the
merger.
Make similar revisions in all applicable places in the proxy
statement.

Summary, page 1

4. We note your statement on page 3 that a stockholder that
desires to
exercise its appraisal rights must not vote in favor of the
merger.
However, please disclose whether a stockholder`s failure to vote
against the proposal will constitute a waiver of its appraisal
rights.

Background of the Merger, page 8

5. We note that your board of directors considered several
internal
initiatives and strategic transactions with other companies.
Please
disclose what these alternatives were and why they were
disregarded.
Supplementally, confirm that no offers were made to combine with
York
or disclose the amount and form of consideration and the reasons
for
rejecting the offer.

6. Please describe your past business relationship with the
Control
Group business of Johnson Controls

7. Please describe the range of valuations that was discussed at
the
July 2005 meeting of York`s board of directors.

8. This section should include the negotiation of the principal
terms
of the agreement, including the price to be paid in the
acquisition.

York`s Reasons for the Merger; Recommendation of the York Board of
Directors, page 9

9. We note that the board considered that the "complimentary fit"
of
the business of York and Johnson Controls would result in better
service and enhanced product offerings to customers.  Please
elaborate
on this strategic rationale and the economic and operational
benefits
of the merger.

10. With respect to each of the factors listed for recommending
the
merger, please provide a reasonably detailed discussion and
clearly
elaborate on the conclusions drawn by the board as to the benefits
or
detriments of each factor.



Opinion of York`s Financial Advisor, page 10

11. Please disclose, if true, that no updated opinion will be
obtained.

12. Please submit for staff review all material prepared by Credit
Suisse and provided to you.  Provide all transcripts, summaries
and
board books.  We may have further comments upon reviewing these
materials.

13. Please disclose how Credit Suisse selected the companies used
in
its selected companies and selected transactions analyses.
Disclose
whether any companies meeting these criteria were excluded from
the
analyses.

Other Factors, page 14

14. Please disclose the other factors that Credit Suisse reviewed
and
considered in rendering its opinion or delete the reference.  With
respect to the factors listed, please disclose the conclusions
drawn.

Miscellaneous, page 14

15. Please describe in more detail any material relationship
between
you and Credit Suisse and its affiliates in the past two years as
well
as the compensation paid to Credit Suisse during this time period.
Please refer to Item 1015(b)(4) of Regulation M-A.  Please also
disclose the portion of the financial advisor`s fee that is
contingent
upon the consummation of the merger.

Governmental and Regulatory Approvals, page 16

16. Please update the status of the regulatory approvals sought or
to
be sought from the anti-trust authorities.  We note that you have
yet
to file with antitrust or competition authorities in other nations
but
expect to do so.

Financial Interests of York Executive Officers in the Merger, page
17

17. Please quantify the amounts to be paid to executive officers
as a
result of the transaction.

Merger Consideration, page 19

18. Please disclose the anticipated aggregate amount of
consideration
that Johnson Controls will pay for outstanding shares of common
stock.

19. Please clarify who determined the amount of consideration to
be
paid.  Please refer to Item 1015(b)(5) of Regulation M-A.



Representations and Warranties, page 20

20. We note your statement that the assertions embodied in the
representations and warranties, as well as some of York`s
obligations
under the conduct-of-business covenants section, are qualified by
information in disclosure schedules exchanged by the parties in
connection with signing the merger agreement and that one should
not
rely solely on the representations and warranties in the merger
agreement as characterizations of the actual state of facts.
Please
either file these schedules with the proxy statement or revise the
sentence since investors are entitled to rely on public
disclosures.

Conditions to the Merger, page 24

21. Briefly describe the facts under which you may waive the
conditions to the merger, and any circumstances under which you
would
re-solicit shareholders` votes.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

     	Please contact Craig Slivka, Staff Attorney, at (202)
551-
3729 or in his absence Chris Edwards, Special Counsel, at (202)
551-
3742 with any questions.

      					Sincerely,


      					Assistant Director
								Pamela A. Long

CC:	Matt Guest, Esq.
	(212) 403-2341

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C. David Myers
York International Corporation
Page 1 of 5



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE