Pricing Supplement No. 2 Filing under Rule 424(b)(3)
Dated May 17, 1995 Registration File No. 33-59129
(To Prospectus dated May 11, 1995 and
Prospectus Supplement dated May 12, 1995)
AVERY DENNISON CORPORATION
Medium-Term Notes, Series C
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, ____
<TABLE>
<S> <C>
Principal Amount: $10,000,000 Interest rate basis (if floating rate):N/A
Interest Rate (if fixed rate): 7.54% _____ Commercial Paper Rate
Stated Maturity: May 26, 2025 _____ Prime Rate
Specified Currency: U.S. Dollars _____ LIBOR
Authorized Denominations _____ Treasury Rate
(if specified currency is _____ CD Rate
not U.S. dollars): N/A _____ Federal Funds Rate
Exchange Rate Agent _____ Others:
(if specified currency is Calculation Agent: N/A
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 (%): .75% 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(%):99.25% Interest Payment Period: N/A
Settlement date (original Interest Rate Reset Period: N/A
issue date): May 24, 1995 Interest Reset Date(s): N/A
Redemption Commencement Date Interest Determination Date(s): N/A
(if any): N/A Calculation Date(s): N/A
Repayment Commencement Date Interest Payment Date(s): A/S
(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."
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES, INC.
