SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549- 5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         December 14 , 2006

Via Facsimile (626) 304- 2192 and US Mail

Dean A. Scarborough President and CEO
Avery Dennis on Corporation
150 North Orange Grove Boulevard Pasadena, California
 Re: Avery Dennison Corporation
  Form 10- K for the Fis cal Year Ended December 31, 2005
Filed March 15, 2006
File No. 1- 7685

Dear Mr. Scarborough:

We have limited our review of the above filings to disclosures relating to your contacts with
countries that have been identified as state sponsors of terrorism, and we will make no further review of the filing .  Our review with respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues.  At this juncture, unless otherwise directed, we are asking you to provide us with supplemental information so that we may better understand your disclosure.  Please be as detailed as necessary in you r response.  After reviewing this information,
we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall disclosur e in your filing .  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Gener al
1. We note that your website lists addresses and contact information for resellers in Kish
Island, Iran and Damascus, Syria.  We also note several “Instructional Bulletins” for the durability of certain company products that list, among other countries and U.S. states, Cuba, Iran, North Korea, Syria and Sudan.  Each of these countries is identified as a state s ponsor
of terrorism by the State Department and subject to sanctions administered by the  Commerce

Dean A. Scarborough
Avery Dennison Corporation Page 2

Department’s Bureau of Industry and Se curity and t he Treasury Department’s Office of
Foreign Assets Control.  We note that the Form 10- K does not contain any inform ation
relating to operations in  or contacts with any of these countries.  Ple ase describe your
operations in and contacts with these countries , if any, and discuss their materiality to you in
light of their status as state sponsors of terrorism.  Please also discus s whether the operations
or contacts  constitute a material investment risk to your security holders.  Your response
should describe y our current, historical and anticipated operations in and contacts with Cuba,
Iran, North Korea, Sudan and Syria, including through subsidiaries, affiliates, reseller offices, agents and other direct and indirect arrangements.
 2. Your materiality analysis  should address materiality in quantitative terms, including the
approximate dollar amount of revenues, assets and liabilities associated with each of the countries individually and in the aggregate.  Please address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision,
including the potential impact of co rporate activities upon your  reputation and share value.

We note , for example,  that Arizona and Louisiana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries identified a s state sponsors of terrorism .  The Pennsylvania legislature has
adopted a resolution directing its Legislative Budget and Finance Committee to report annually to the General Assembly regarding state funds invested in companies that have ties to terrorist -sponsoring countries.  The Mi ssouri Investment Trust has established an equity
fund for the investment of certain state -held monies that screens out stocks of companies
that do business with U.S.- designated state sponsors of terrorism.  Illinois, Oregon, New
Jersey and other states have adopted, and additional states are considering, legislation prohibiting the investment of certain state assets in, and/or requiring the divestment of certain state assets from, companies that do business with Sudan.  Harvard University, Stanford Univers ity, Dartmouth College , the University of California and other academic
institutions  have adopted policies prohibiting investment in, and/or requiring divestment
from, companies that do business with Sudan.  Florida requires issuers to disclose in their prospectuses any business contacts with Cuba or persons located in Cuba.  Your materiality
analysis should address the potential impact of the investor sentiment evidenced by the referenced legislative and university actions directed toward companies with op erations
associated with Cuba, Iran, North Korea, Sudan and Syria.
3. Please also address the impact of  your regulatory complianc e programs, such as programs
designed to prevent terrorism funding, which cover operations and contacts associated with these countries, and any internal risk assessment undertaken in connection with business in Iran.
 4. Your qualitative materiality analysis also should address whether , and the extent to which,
the government s of the referenced countries,  or entities contro lled by t hose governments,
receive cash or act as intermediaries  in connection with your operations .

Dean A. Scarborough
Avery Dennison Corporation Page 3

5. Please address the applicability  to your Iran -related activities , including any direct or indirect
payments to the Iranian government, of Section 5(b) of the Iran Sanction Act of 1996, as modified by the Iran Freedom Support Act  on September 30, 2006.

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your responses to our comments.  Please file your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing  include s all information req uired under the Exchange Act of
1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are resp onsible 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 accura cy 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 comments as a defense in any  proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filing s or in
response to our comments on your filing s.
  Please contact James Lopez at (202) 551 -3536 if you have any questions about the
comments or our review.  You may also contact me at (202) 551- 3470.
         Sincerely,
           Cecilia D. Blye, Chief
        Office of Global Security Risk
  cc:  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance