<PAGE>
 
     As filed with the Securities and Exchange Commission on October 24, 1997
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                          AVERY DENNISON CORPORATION
            (Exact name of registrant as specified in its charter)


               Delaware                               95-1492269
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)              Identification No.)


                       150 North Orange Grove Boulevard
                          Pasadena, California 91103
                                (626) 304-2000
                   (Address of Principal Executive Offices)

                                  __________

                          AVERY DENNISON CORPORATION
                           CAPITAL ACCUMULATION PLAN
 
                                  __________

 
                                                       Copy to:
 
     ROBERT G. VAN SCHOONENBERG, ESQ.             LINDA H. EDWARDS, ESQ.
          Senior Vice President                     Latham & Watkins
          and General Counsel                      633 West Fifth Street
       Avery Dennison Corporation                       Suite 4000
     150 North Orange Grove Boulevard          Los Angeles, California 90071
     Pasadena, California 91103                         (213) 485-1234
          (626) 304-2000
 (Name, Address, Including Zip Code, and
  Telephone Number, Including Area Code,
          of Agent for Service)
 

<TABLE> 
<CAPTION> 
                        CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                                        PROPOSED
                                                      PROPOSED         MAXIMUM
                                          AMOUNT      MAXIMUM          AGGREGATE     AMOUNT OF
TITLE OF EACH CLASS OF                    TO BE       OFFERING PRICE   OFFERING      REGISTRATION
SECURITIES TO BE REGISTERED               REGISTERED  PER UNIT (1)     PRICE         FEE
-------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>         <C>            
Deferred Stock Option Gain Obligations    20,000,000           100%    $20,000,000      $6,061
 (2)....................................
Common Stock (3) $1.00 par value........     247,870       $40.34375   $10,000,006      $3,031
Preferred Share (4) Purchase Rights.....     247,870           (4)           (4)          $100
=================================================================================================
</TABLE>

(1)  Estimated solely for purposes of computing the registration fee. Pursuant
     to Rule 457(h), the Proposed Maximum Offering Price Per Share is based upon
     the average of the high and low prices for the Company's Common Stock on
     the composite tape for the New York Stock Exchange on October 22, 1997.

(2)  The Deferred Stock Option Gain Obligations are unsecured general
     obligations of Avery Dennison Corporation to pay deferred compensation in
     accordance with the terms of the Avery Dennison Corporation Capital
     Accumulation Plan.

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Avery Dennison Corporation Capital Accumulation Plan.

(4)  Preferred Share Purchase Rights ("Rights") are attached to and trade with
     Common Stock of the Company. The value attributable to such Rights, if any,
     is reflected in the market price of the Common Stock. Fee paid represents
     the minimum statutory fee pursuant to Section 6(b) of the Securities Act of
     1933. 

================================================================================
<PAGE>
 
                                    PART I

Item 1.  Plan Information

  Not required to be filed with this Registration Statement.


Item 2.  Registrant Information and Employee Plan Annual Information

  Not required to be filed with this Registration Statement.


                                    PART II

Item 3.  Incorporation of Documents by Reference

  The following documents filed with the Commission by Avery Dennison
Corporation, a Delaware corporation (the "Company" or the "Registrant"), are
incorporated as of their respective dates in this Registration Statement by
reference:

  A.  The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996; and

  B.  All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934 since December 28, 1996.

  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, are incorporated by
reference in this registration statement and are a part hereof from the date of
filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities

  The Avery Dennison Corporation Capital Accumulation Plan (the "Plan") provides
non-employee Directors of the Company and selected management employees
(together, the "Participants") with an opportunity to defer a portion of their
nonqualified stock option ("Option") gain and accumulate tax-deferred earnings
(or losses) thereon.  To execute this transaction, Participants can make an
irrevocable election at least six months prior to exercise of the Option to
defer the receipt of the stock option gain for a specified period of time.
Participants then use a stock-for-stock exercise and tender "mature" shares
(that is, shares held at least six months) to the Company that have a fair
market value equal to the aggregate exercise price of the Options that are
exercised.  Participants' accounts are denominated in Company stock or other
investments.  The Company has established the Trust Under Avery Dennison
Corporation Capital Accumulation Plan (the "Trust") as an irrevocable grantor
trust to provide benefits to the Participants under the Plan.  Participant
rights created under the Plan and the Trust are mere unsecured contractual
rights of the Participants and their beneficiaries against the Company.  Trust
assets remain subject to the claims of the Company's general creditors in the
event of the Company's insolvency.

  The amount of gain to be deferred by each Participant is based on elections by
the Participant in accordance with the terms of the Plan, and the payment
obligations under the Plan (the "Obligations") will become due on retirement,
death or, in the case of employee Participants, other termination of employment
in the form and on the date or dates determined in accordance with the
provisions of the Plan.  The Obligations will be indexed to one or more
investment alternatives which may be elected by each Participant from a range of
such alternatives (each of which currently includes a minimum election of 25% of
the Obligations indexed to the Company's Common Stock, which minimum can be
reduced by the committee appointed to administer the Plan), and the amount of
the Obligations payable to each Participant will increase or decrease based on
the investment returns of the elected alternatives.  Under the Plan, there will
be two deferral accounts for each Participant, a diversified account and a stock
account.

  Participant deferrals under the Plan are unfunded obligations.  The
Obligations cannot be assigned, transferred, pledged or otherwise encumbered by
the Participants, except that each Participant may designate one or more
beneficiaries to receive 
<PAGE>
 
benefits upon the Participant's death.

  Stock and non-stock dividend distributions with respect to the Common Stock in
a Participant's stock account will be credited to the Participant's stock
account in the form of additional shares of the Company's Common Stock.  When a
benefits are paid under the Plan, the amount attributable to a Participant's
stock account will be distributed in the form of the Company's Common Stock.

  The total amount of securities being registered pursuant to this Registration
Statement is $30 million, up to $10 million of which may be in the form of the
Company's Common Stock, and the remainder of which is designated as deferred
stock option gain obligations that may be indexed to investment alternatives
other than the Company's Common Stock.

  The Company reserves the right to amend or partially or completely terminate
the Plan, provided that such amendment or termination does not result in any
reduction of a Participant's account balance, including previous earnings or
losses, as of the date of such amendment or termination.


Item 5.  Interests of Named Experts and Counsel

  Not applicable.


Item 6.  Indemnification of Directors and Officers

  Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any proceedings, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances.  Article VI of
the Registrant's Bylaws requires indemnification of the Registrant's officers
and directors to the maximum extent permitted by the Delaware General
Corporation Law, and the Registrant maintains insurance covering certain
liabilities of the directors and officers of the Registrant and its
subsidiaries.  The Registrant has also entered into contractual arrangements
with its directors and officers pursuant to which such persons may be entitled
to indemnity from the Registrant against certain liabilities arising from the
discharge of their duties in such capacities.


Item 7.  Exemption from Registration Claimed

  Not applicable.


Item 8.  Exhibits

  4.1    Avery Dennison Corporation Capital Accumulation Plan

  4.2    Trust Under Avery Dennison Corporation Capital Accumulation Plan

  5.1    Opinion of Latham & Watkins.

  23.1   Consent of Coopers & Lybrand.

  23.2   Consent of Latham & Watkins (included in Exhibit 5.1).

  24     Power of Attorney (included in the signature page of this Registration
         Statement).

                                       3
<PAGE>
 
Item 9.  Undertakings

      (a) The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a 
      post-effective amendment to this registration statement:

(i)   To include any prospectus required by section 10(a)(3) of the Securities
      Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent post-
      effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement;

(iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pasadena, State of California, on this 23rd day of
October, 1997.

                          AVERY DENNISON CORPORATION

                          By: /s/ THOMAS E. MILLER
                              ----------------------------------
                                  Thomas E. Miller
                              Interim Chief Financial Officer
                              Vice President and Controller



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Charles D. Miller, Philip M. Neal and Thomas E. Miller, or any
of them, as attorney-in-fact, with full power of substitution, to sign on his or
her behalf, individually and in such capacity stated below, and to file any
amendments, including post-effective amendments or supplements, to this
Registration Statement.

<TABLE> 
<CAPTION> 
      SIGNATURE                                    TITLE                    DATE
      ---------                                    -----                    ----
<S>                                          <C>                       <C> 
/s/ CHARLES D. MILLER                        Chairman and Chief        October 23, 1997
-------------------------------------
Charles D. Miller  Executive Officer;
                   Director
 
/s/ PHILIP M. NEAL                           President and Chief       October 23, 1997
-------------------------------------
Philip M. Neal     Operating Officer;
                   Director
 
/s/ THOMAS E. MILLER                         Interim Chief Financial   October 23, 1997
-------------------------------------
Thomas E. Miller   Officer, Vice President
                   and Controller
                   (Principal Financial and
                   Accounting Officer)
</TABLE> 

                                      S-1
<PAGE>
 
                            SIGNATURES (CONTINUED)

<TABLE> 
<CAPTION> 
      SIGNATURE   TITLE                                                            DATE
      ---------   -----                                                            ---- 
<S>                                          <C>                       <C> 
/s/ DWIGHT L. ALLISON, JR.                   Director                  October 23, 1997
-----------------------------------                                               
Dwight L. Allison, Jr.


/s/ JOHN C. ARGUE                            Director                  October 23, 1997
-----------------------------------                                                        
John C. Argue


/s/ JOAN T. BOK                              Director                  October 23, 1997
-----------------------------------                                                          
Joan T. Bok


/s/ FRANK V. CAHOUET                         Director                  October 23, 1997
-----------------------------------                                                     
Frank V. Cahouet


/s/ RICHARD M. FERRY                         Director                  October 23, 1997
-----------------------------------                                                     
Richard M. Ferry


/s/ PETER W. MULLIN                          Director                  October 23, 1997
-----------------------------------                                                      
Peter W. Mullin


/s/ SIDNEY R. PETERSEN                       Director                  October 23, 1997
-----------------------------------                                                   
Sidney R. Petersen


/s/ JOHN B. SLAUGHTER                        Director                  October 23, 1997
-----------------------------------                                                    
John B. Slaughter
</TABLE> 

                                      S-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19201}]
{"company-data": {"conformed-name": "AVERY DENNISON CORPORATION", "cik": "0000008818", "assigned-sic": "2670", "irs-number": "951492269", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38707", "film-number": "97700609"}, "business-address": {"street1": "150 N ORANGE GROVE BLVD", "city": "PASADENA", "state": "CA", "zip": "91103", "phone": "8183042000"}, "mail-address": {"street1": "150 N ORANGE GROVE BLVD", "city": "PASADENA", "state": "CA", "zip": "91103"}, "former-company": [{"former-conformed-name": "AVERY INTERNATIONAL CORP", "date-changed": "19901030"}, {"former-conformed-name": "AVERY PRODUCTS CORP", "date-changed": "19760518"}]}
As filed with the Securities and Exchange Commission on October 24, 1997
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                          AVERY DENNISON CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                               95-1492269
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)              Identification No.)

                       150 North Orange Grove Boulevard
                          Pasadena, California 91103
                                (626) 304-2000
                   (Address of Principal Executive Offices)

                                  __________

                          AVERY DENNISON CORPORATION
                           CAPITAL ACCUMULATION PLAN
 
                                  __________

 
                                                       Copy to:
 
     ROBERT G. VAN SCHOONENBERG, ESQ.             LINDA H. EDWARDS, ESQ.
          Senior Vice President                     Latham & Watkins
          and General Counsel                      633 West Fifth Street
       Avery Dennison Corporation                       Suite 4000
     150 North Orange Grove Boulevard          Los Angeles, California 90071
     Pasadena, California 91103                         (213) 485-1234
          (626) 304-2000
 (Name, Address, Including Zip Code, and
  Telephone Number, Including Area Code,
          of Agent for Service)
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                                        PROPOSED
                                                      PROPOSED         MAXIMUM
                                          AMOUNT      MAXIMUM          AGGREGATE     AMOUNT OF
TITLE OF EACH CLASS OF                    TO BE       OFFERING PRICE   OFFERING      REGISTRATION
SECURITIES TO BE REGISTERED               REGISTERED  PER UNIT (1)     PRICE         FEE
-------------------------------------------------------------------------------------------------
Deferred Stock Option Gain Obligations    20,000,000           100%    $20,000,000      $6,061
 (2)....................................
Common Stock (3) $1.00 par value........     247,870       $40.34375   $10,000,006      $3,031
Preferred Share (4) Purchase Rights.....     247,870           (4)           (4)          $100
=================================================================================================
(1)  Estimated solely for purposes of computing the registration fee. Pursuant
     to Rule 457(h), the Proposed Maximum Offering Price Per Share is based upon
     the average of the high and low prices for the Company's Common Stock on
     the composite tape for the New York Stock Exchange on October 22, 1997.

(2)  The Deferred Stock Option Gain Obligations are unsecured general
     obligations of Avery Dennison Corporation to pay deferred compensation in
     accordance with the terms of the Avery Dennison Corporation Capital
     Accumulation Plan.

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Avery Dennison Corporation Capital Accumulation Plan.

(4)  Preferred Share Purchase Rights ("Rights") are attached to and trade with
     Common Stock of the Company. The value attributable to such Rights, if any,
     is reflected in the market price of the Common Stock. Fee paid represents
     the minimum statutory fee pursuant to Section 6(b) of the Securities Act of
     1933. 

================================================================================
PART I

Item 1.  Plan Information

  Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

  Not required to be filed with this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference

  The following documents filed with the Commission by Avery Dennison
Corporation, a Delaware corporation (the "Company" or the "Registrant"), are
incorporated as of their respective dates in this Registration Statement by
reference:

  A.  The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996; and

  B.  All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934 since December 28, 1996.

  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, are incorporated by
reference in this registration statement and are a part hereof from the date of
filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

  The Avery Dennison Corporation Capital Accumulation Plan (the "Plan") provides
non-employee Directors of the Company and selected management employees
(together, the "Participants") with an opportunity to defer a portion of their
nonqualified stock option ("Option") gain and accumulate tax-deferred earnings
(or losses) thereon.  To execute this transaction, Participants can make an
irrevocable election at least six months prior to exercise of the Option to
defer the receipt of the stock option gain for a specified period of time.
Participants then use a stock-for-stock exercise and tender "mature" shares
(that is, shares held at least six months) to the Company that have a fair
market value equal to the aggregate exercise price of the Options that are
exercised.  Participants' accounts are denominated in Company stock or other
investments.  The Company has established the Trust Under Avery Dennison
Corporation Capital Accumulation Plan (the "Trust") as an irrevocable grantor
trust to provide benefits to the Participants under the Plan.  Participant
rights created under the Plan and the Trust are mere unsecured contractual
rights of the Participants and their beneficiaries against the Company.  Trust
assets remain subject to the claims of the Company's general creditors in the
event of the Company's insolvency.

  The amount of gain to be deferred by each Participant is based on elections by
the Participant in accordance with the terms of the Plan, and the payment
obligations under the Plan (the "Obligations") will become due on retirement,
death or, in the case of employee Participants, other termination of employment
in the form and on the date or dates determined in accordance with the
provisions of the Plan.  The Obligations will be indexed to one or more
investment alternatives which may be elected by each Participant from a range of
such alternatives (each of which currently includes a minimum election of 25% of
the Obligations indexed to the Company's Common Stock, which minimum can be
reduced by the committee appointed to administer the Plan), and the amount of
the Obligations payable to each Participant will increase or decrease based on
the investment returns of the elected alternatives.  Under the Plan, there will
be two deferral accounts for each Participant, a diversified account and a stock
account.

  Participant deferrals under the Plan are unfunded obligations.  The
Obligations cannot be assigned, transferred, pledged or otherwise encumbered by
the Participants, except that each Participant may designate one or more
beneficiaries to receive
benefits upon the Participant's death.

  Stock and non-stock dividend distributions with respect to the Common Stock in
a Participant's stock account will be credited to the Participant's stock
account in the form of additional shares of the Company's Common Stock.  When a
benefits are paid under the Plan, the amount attributable to a Participant's
stock account will be distributed in the form of the Company's Common Stock.

  The total amount of securities being registered pursuant to this Registration
Statement is $30 million, up to $10 million of which may be in the form of the
Company's Common Stock, and the remainder of which is designated as deferred
stock option gain obligations that may be indexed to investment alternatives
other than the Company's Common Stock.

  The Company reserves the right to amend or partially or completely terminate
the Plan, provided that such amendment or termination does not result in any
reduction of a Participant's account balance, including previous earnings or
losses, as of the date of such amendment or termination.

Item 5.  Interests of Named Experts and Counsel

  Not applicable.

Item 6.  Indemnification of Directors and Officers

  Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any proceedings, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances.  Article VI of
the Registrant's Bylaws requires indemnification of the Registrant's officers
and directors to the maximum extent permitted by the Delaware General
Corporation Law, and the Registrant maintains insurance covering certain
liabilities of the directors and officers of the Registrant and its
subsidiaries.  The Registrant has also entered into contractual arrangements
with its directors and officers pursuant to which such persons may be entitled
to indemnity from the Registrant against certain liabilities arising from the
discharge of their duties in such capacities.

Item 7.  Exemption from Registration Claimed

  Not applicable.

Item 8.  Exhibits

  4.1    Avery Dennison Corporation Capital Accumulation Plan

  4.2    Trust Under Avery Dennison Corporation Capital Accumulation Plan

  5.1    Opinion of Latham & Watkins.

  23.1   Consent of Coopers & Lybrand.

  23.2   Consent of Latham & Watkins (included in Exhibit 5.1).

  24     Power of Attorney (included in the signature page of this Registration
         Statement).

                                       3
Item 9.  Undertakings

      (a) The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a 
      post-effective amendment to this registration statement:

(i)   To include any prospectus required by section 10(a)(3) of the Securities
      Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent post-
      effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement;

(iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pasadena, State of California, on this 23rd day of
October, 1997.

                          AVERY DENNISON CORPORATION

                          By: /s/ THOMAS E. MILLER
                              ----------------------------------
                                  Thomas E. Miller
                              Interim Chief Financial Officer
                              Vice President and Controller

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Charles D. Miller, Philip M. Neal and Thomas E. Miller, or any
of them, as attorney-in-fact, with full power of substitution, to sign on his or
her behalf, individually and in such capacity stated below, and to file any
amendments, including post-effective amendments or supplements, to this
Registration Statement.
SIGNATURE                                    TITLE                    DATE
      ---------                                    -----                    ----
/s/ CHARLES D. MILLER                        Chairman and Chief        October 23, 1997
-------------------------------------
Charles D. Miller  Executive Officer;
                   Director
 
/s/ PHILIP M. NEAL                           President and Chief       October 23, 1997
-------------------------------------
Philip M. Neal     Operating Officer;
                   Director
 
/s/ THOMAS E. MILLER                         Interim Chief Financial   October 23, 1997
-------------------------------------
Thomas E. Miller   Officer, Vice President
                   and Controller
                   (Principal Financial and
                   Accounting Officer)
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SIGNATURES (CONTINUED)
SIGNATURE   TITLE                                                            DATE
      ---------   -----                                                            ----
/s/ DWIGHT L. ALLISON, JR.                   Director                  October 23, 1997
-----------------------------------                                               
Dwight L. Allison, Jr.

/s/ JOHN C. ARGUE                            Director                  October 23, 1997
-----------------------------------                                                        
John C. Argue

/s/ JOAN T. BOK                              Director                  October 23, 1997
-----------------------------------                                                          
Joan T. Bok

/s/ FRANK V. CAHOUET                         Director                  October 23, 1997
-----------------------------------                                                     
Frank V. Cahouet

/s/ RICHARD M. FERRY                         Director                  October 23, 1997
-----------------------------------                                                     
Richard M. Ferry

/s/ PETER W. MULLIN                          Director                  October 23, 1997
-----------------------------------                                                      
Peter W. Mullin

/s/ SIDNEY R. PETERSEN                       Director                  October 23, 1997
-----------------------------------                                                   
Sidney R. Petersen

/s/ JOHN B. SLAUGHTER                        Director                  October 23, 1997
-----------------------------------                                                    
John B. Slaughter
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