UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                       
                                   FORM 10-Q/A      
                                     
                                 AMENDMENT #1      

(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 29, 1997

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to ____________


                         COMMISSION FILE NUMBER 1-7685

                           AVERY DENNISON CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



           DELAWARE                                                  95-1492269
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)

150 NORTH ORANGE GROVE BOULEVARD, PASADENA, CALIFORNIA                    91103
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (818) 304-2000

   Indicate by a check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days    Yes [X]    No [_]

                 Number of shares of $1 par value common stock
                 outstanding as of April 25, 1997: 120,850,132

 
         

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
- -------   --------------------------------
    
a. Exhibits:   3  Amendment to Certificate of Incorporation, filed April 28,
                  1997 with Office of Delaware Secretary of State      
         
    
b. Reports on Form 8-K: There were no reports on Form 8-K filed for the three
   months ended March 29, 1997.

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                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   AVERY DENNISON CORPORATION
                                   --------------------------
                                          (Registrant)



                                    /s/ R. Gregory Jenkins
                                    --------------------------------------- 
                                    R. Gregory Jenkins
                                    Senior Vice President, Finance, and
                                    Chief Financial Officer
                                    (Principal Financial Officer)



                                    /s/ Thomas E. Miller
                                    --------------------------------------- 
                                    Thomas E. Miller
                                    Vice President and Controller
                                    (Chief Accounting Officer)


                                    May 9, 1997

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