SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       February 10, 2009  Via U.S. Mail and Facsimile

Mr. J. Scott Hodgkins, Esq. Latham & Watkins LLP 355 South Grand Avenue Los Angeles, CA 90071-1560

Re: Avery Dennison Corporation
 Schedule TO-I filed February 3, 2009  SEC File No.  05-18527

Dear Mr. Hodgkins:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. J. Scott Hodgkins
Latham & Watkins LLP February 10, 2009
Page 2

Schedule TO-I
 Offer to Purchase

 Extension, Termination or Amendment, page 25

1. You disclose that you may assert the conditi ons to your offer or waive them, in whole
or in part, “at any time and from time to time.”  You also disclose the right to
“terminate or withdraw, in [your] sole disc retion, the offer if the conditions to the
offer are not met on or  after  the expiration date.”  These statements may suggest that
you may waive or amend the terms and condi tions after expiration of the offer.
Please revise the disclosure to make clear that any changes will be made before the expiration  of the offer and that all conditions to the offer, other than those dependent
upon receipt of necessary government approvals,  must be satisfied or waived before
the expiration  of the offer.

Conditions to the Offer, page 31

2. You disclose that you “have structured the o ffer with the intent of avoiding de-listing
of the Corporate HiMEDS Units and do not plan to take any action following the
offer to cause the de-listing of the Corporate HiMEDS Units from the New York Stock Exchange or to terminate the regi stration thereof as long as any Corporate
HiMEDS Units are outstanding following the completion of the offer.”  We refer you to Rule 13e-3.  The rule is applicable to any transaction or series of transactions of the
type specified in Rule 13 e-3(a)(3)(i) that has a “reasonable likelihood
or a purpose,
either directly or indirectly,” of causing,  any class of securiti es listed on a national
securities exchange to not be listed on a national securities exchange.  Given that the
tender offer is for 95% of outstanding HiMEDS units, it would appear that it there is a
reasonable likelihood that the offer could cau se the delisting of the units from the
New York Stock Exchange.  In this regard, while we note that you have conditioned the offer on no conclusion being reached w ith the New York Stock Exchange that
acceptance of units would result in the delis ting of the units, we similarly note that
this condition is subject to waiver at your  sole discretion, prior to expiration of the
offer.  Supplementally confirm in your re sponse letter that if you waive condition No.
6, you will extend the offer and file a Schedule 13E-3.

Closing Comments

As appropriate, please amend your filing and respond to these comments. You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly

Mr. J. Scott Hodgkins
Latham & Watkins LLP February 10, 2009
Page 3

facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts rela ting to the company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please direct any questions to me at ( 202) 551-3757 or, in my absence, to Dan
Duchovny, Special Counsel, at (202) 551-3619.  You may also contact me via facsimile
at (202) 772-9203.  Please send all corres pondence to us at the following ZIP code:
20549-3628.        S i n c e r e l y ,           M e l l i s s a  C a m p b e l l  D u r u        A t t o r n e y  A d v i s o r        Office of Mergers and Acquisitions