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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000902595-97-000180.txt : 19970717
<SEC-HEADER>0000902595-97-000180.hdr.sgml : 19970717
ACCESSION NUMBER:		0000902595-97-000180
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19970716
SROS:			NYSE
SROS:			PSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AVERY DENNISON CORPORATION
		CENTRAL INDEX KEY:			0000008818
		STANDARD INDUSTRIAL CLASSIFICATION:	CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670]
		IRS NUMBER:				951492269
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-16375
		FILM NUMBER:		97641425

	BUSINESS ADDRESS:	
		STREET 1:		150 N ORANGE GROVE BLVD
		CITY:			PASADENA
		STATE:			CA
		ZIP:			91103
		BUSINESS PHONE:		8183042000

	MAIL ADDRESS:	
		STREET 1:		150 N ORANGE GROVE BLVD
		CITY:			PASADENA
		STATE:			CA
		ZIP:			91103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AVERY INTERNATIONAL CORP
		DATE OF NAME CHANGE:	19901030

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AVERY PRODUCTS CORP
		DATE OF NAME CHANGE:	19760518
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<DESCRIPTION>PRICING SUPPLEMENT NO. 2
<TEXT>



Pricing Supplement No. 2           Filing under Rule 424(b)(3)
Dated July 16, 1997                Registration File No.
333-16375
(To Prospectus dated December 13, 1996 and
 Prospectus Supplement dated December 16, 1996)



                    AVERY DENNISON CORPORATION

                    Medium-Term Notes, Series D
          Due from 9 Months to 30 Years from Date of Issue

          The Medium-Term Note(s) due from 9 months to 30 years
from the date of issue offered concurrently herewith will have
a: _X_ fixed rate of interest, _____ floating rate of interest;
and will be issued initially as:  _X_   a Global Note, _____
Certificated Notes.

<TABLE>

<S>                                         <C> 
Principal amount: $10,000,000               Interest rate basis
(if floating rate): N/A
Interest Rate (if fixed rate): 6.75%        _____ Commercial
Paper Rate
Stated Maturity:  July 16, 2007             _____ Prime Rate
Specified Currency: U.S. Dollars            _____ LIBOR
Authorized Denominations                    _____ Treasury Rate
 (if Specified Currency                     _____ CD Rate
 is not U.S. dollars): N/A                  _____ Federal Funds
Rate
Exchange Rate Agent                         _____ Other:
 (if Specified Currency                     Calculation Agent:
N/A
 is not U.S. dollars): N/A                  Index Maturity: N/A
Issue price (as a percentage of             Spread: N/A
 principal amount): 100%                    Spread Multiplier:
N/A
Selling Agent's commission (%): .625%       Maximum Interest
Rate: N/A
Purchasing Agent's discount                 Minimum Interest
Rate: N/A
 or commission (%): N/A                     Initial Interest
Rate: N/A
Net proceeds to the Company (%): 99.375%    Interest Payment
Period: N/A
Settlement date (original                   Interest Rate Reset
Period: N/A
 issue date):  July 16, 1997                Interest Reset
Date(s): N/A
Redemption Commencement                     Interest
Determination Date(s): N/A
 Date (if any): N/A                         Calculation Date(s):
N/A
Repayment Commencement                      Interest Payment
Date(s): A/S
 Date (if any): N/A                         Regular Record
Date(s): A/S
Depositary                                  Sinking Fund (if
any): N/A
 (if Global Note):
 Depository Trust Company

</TABLE>

     Redemption prices (if any):  The Redemption Price shall
initially be ____% of the principal amount of such Note(s) to be
redeemed and shall decline (but not below par) on each
anniversary of the Redemption Commencement Date by _____% of the
principal amount to be redeemed until the Redemption Price is
100% of such principal amount.

     Repayment prices (if any):  The Repayment Price shall
initially be ___% of the principal amount of such Note(s) to 
be repaid and shall decline (but not below par) on each 
anniversary of the Repayment Commencement Date by ___% of 
the principal amount until the Repayment Price is 100% of 
such principal amount.

     If such Note(s) is (are) denominated in other than U.S.
dollars, the applicable Foreign Currency Supplement is attached
hereto.

     Additional terms: N/A

     As of the date of this Pricing Supplement, the aggregate
principal amount (or its equivalent in the Specified Currency) 
of the Securities (as defined in the Prospectus) which have 
been sold (including the Note(s) to which this Pricing 
Supplement relates) is $20,000,000.

     "N/A" as used herein means "Not Applicable".  "A/S" as 
used herein means "As stated in the Prospectus Supplement 
referred to above".


J. P. MORGAN SECURITIES, INC.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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