AVERY DENNISON CORPORATION
            
        Amendment to Certificate of Incorporation, filed April 28, 1997      
                  with Office of Delaware Secretary of State


                                  ARTICLE IV

(a)    The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock". The total number
of shares which the Corporation shall have authority to issue is Four Hundred
Five Million (405,000,000) shares, and the aggregate par value of all shares
which are to have a par value is Four Hundred Five Million Dollars
($405,000,000). The total number of shares of Preferred Stock which the
Corporation shall have authority to issue is Five Million (5,000,000) shares,
and the par value of each share of Preferred Stock is One Dollar ($1.00). The
total number of shares of Common Stock which the Corporation shall have
authority to issue is Four Hundred Million (400,000,000) shares, and par value
of each share of Common Stock is One Dollar ($1.00).

                                   EXHIBIT 3