<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
                           1996 STOCK INCENTIVE 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

<TABLE>
<CAPTION>
======================================================================================================
                                                                        PROPOSED
                                         AMOUNT        PROPOSED          MAXIMUM
                                       OF SHARES        MAXIMUM         AGGREGATE     AMOUNT OF
       TITLE OF EACH CLASS OF            TO BE      OFFERING PRICE      OFFERING     REGISTRATION
     SECURITIES TO BE REGISTERED       REGISTERED    PER SHARE(1)         PRICE          FEE
------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>               <C>            <C>
Common Stock, $1.00 par value........   5,000,000     $ 34.9375       $193,441,800      $58,620
                                                         and                                    
                                                      $40.34375                                 
Preferred Share Purchase Rights (2)..                                                           
                                        5,000,000        (2)              (2)            $100   
======================================================================================================
</TABLE>

(1)  For purposes of computing the registration fee only.  Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based upon (1) the
     exercise price per share ($34.9375) of outstanding options for 1,531,000
     shares and (2) for the remaining 3,469,000 shares, 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)  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

          Not required to be described in this Registration Statement.


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 

                                       2
<PAGE>
 
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 1996 Stock Incentive Plan
               (incorporated by reference to the Company's 1996 Annual Report on
               Form 10-K)

          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).


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.

                                       3
<PAGE>
 
          (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": 15335}]
{"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": "333-38709", "film-number": "97700611"}, "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
                           1996 STOCK INCENTIVE 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
                                         AMOUNT        PROPOSED          MAXIMUM
                                       OF SHARES        MAXIMUM         AGGREGATE     AMOUNT OF
       TITLE OF EACH CLASS OF            TO BE      OFFERING PRICE      OFFERING     REGISTRATION
     SECURITIES TO BE REGISTERED       REGISTERED    PER SHARE(1)         PRICE          FEE
------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value........   5,000,000     $ 34.9375       $193,441,800      $58,620
                                                         and                                    
                                                      $40.34375                                 
Preferred Share Purchase Rights (2)..                                                           
                                        5,000,000        (2)              (2)            $100   
======================================================================================================
(1)  For purposes of computing the registration fee only.  Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based upon (1) the
     exercise price per share ($34.9375) of outstanding options for 1,531,000
     shares and (2) for the remaining 3,469,000 shares, 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)  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

          Not required to be described in this Registration Statement.

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 

                                       2
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 1996 Stock Incentive Plan
               (incorporated by reference to the Company's 1996 Annual Report on
               Form 10-K)

          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).

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.

                                       3
(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)
S-1
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
S-2