Pricing Supplement No. 1 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 $10,000,000.
"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.
