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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934


                           AVERY DENNISON CORPORATION
                           --------------------------
                                (Name of Issuer)


                                  COMMON STOCK
                          ----------------------------
                         (Title of Class of Securities)


                                  053611109
                                 --------------
                                 (CUSIP Number)


                           Robert G. van Schoonenburg
                                    Secretary
                           Avery Dennison Corporation
                        150 North Orange Grove Boulevard
                           Pasadena, California 91103
        ----------------------------------------------------------------
  (Name, address and telephone number of person authorized to receive notices
                              and communications)


                                October 24, 1996
                                ----------------
             (Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: / /

Check the following box is a fee is being paid with this statement:  / /


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1.       Name of Reporting Person

         Wachovia Bank of North Carolina, N.A., as Trustee
         for the Avery Dennison Corporation Employee Stock Benefit Trust

         S.S. or I.R.S. Identification Number of Above Person:  56-6394187
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2.       Check the Appropriate Box if a Member of a Group           (a) / /

         Not Applicable                                             (b) / /
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3.       SEC Use Only

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4.       Source of Funds   SC, OO
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5.       Check Box if Disclosure of Legal Proceedings is                / /
         Required Pursuant to Items 2(d) or 2(e)                
- ------------------------------------------------------------------------------
6.       Citizenship or Place of Organization:  Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With

7.       Sole Voting Power:  0

8.       Shared Voting Power:  9,000,000

9.       Sole Dispositive Power:  0

10.      Shared Dispositive Power:  9,000,000
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11.      Aggregate Amount Beneficially Owned by Each                 9,000,000
         Reporting Person:  
- ------------------------------------------------------------------------------
12.      Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
- ------------------------------------------------------------------------------
13.      Percent of Class Represented by Amount in Row:   14.7% as of 10/24/96
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14.      Type of Reporting Person:  BK, EP
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The filing of this statement on Schedule 13D by the Avery Dennison Corporation
Employee Stock Benefit Trust (the "Trust") does not constitute, and should not
be construed as, an admission that either the Trust or Wachovia Bank of North
Carolina, N.A., as trustee of the Trust (the "Trustee"), beneficially owns any
securities covered by this Statement or is required to file this Statement. In
this connection, the Trust and the Trustee disclaim beneficial ownership of the
securities covered by this Statement.

ITEM 1.           SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the Common
Stock, $1.00 par value (the "Common Stock"), of Avery Dennison Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 150 North Orange Grove Boulevard, Pasadena, California
91103.

ITEM 2.           IDENTITY AND BACKGROUND
This Statement is being filed by the Trust. The business address of the Trust is
c/o Wachovia Bank of North Carolina, N.A., 101 North Main Street, Winston-Salem,
North Carolina 27150. The address of the Trustee is 101 North Main Street,
Winston-Salem, North Carolina 27150. The Trust is a trust organized under the
laws of the State of Delaware. The Trustee is a national banking association
organized under the laws of the United States.

During the past five years, neither the Trust nor the Trustee has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 24, 1996 the Issuer and the Trustee, as trustee for the Trust,
entered into a trust agreement creating the Trust (the "Trust Agreement"), and
the Issuer sold 9,000,000 shares of Common Stock to the Trust pursuant to the
terms of a common stock purchase agreement (the "Common Stock
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Purchase Agreement") between the Issuer and the Trustee, as trustee for the
Trust, in exchange for a promissory note in the amount of $564,750,000 (the
"Note"). The Note bears interest at the rate of 8% per annum and is payable in
quarterly installments through January 1, 2011. Principal and interest on the
Note are expected to be repaid through contributions to the Trust by the Issuer
and dividends received on the shares of Common Stock issued to the Trust.

ITEM 4.           PURPOSE OF TRANSACTION
The Issuer has advised the Trustee that the Trust was created to satisfy future
obligations under existing benefit plans, including stock plans, 401(k) plans,
and other employee benefit plans as designated by the company and to foster
employee ownership in the Issuer. The Trust was created with an intent to
motivate employees and thus to enhance the Issuer's long-term performance,
thereby benefiting all stockholders of the Issuer. The Issuer has further
advised the Trustee that the Issuer is aware that the creation of the trust and
the purchase of shares of Common Stock by the Trust may have certain
antitakeover effects. The Trust originally owned approximately 14.7% of the
Company's outstanding shares of Common Stock. Under the Delaware General
Corporation Law, a merger requires the affirmative vote of a majority of the
outstanding shares. The transfer of shares of Common Stock to the Trust may thus
make it more difficult for an acquirer to obtain an affirmative merger vote
without employee support. Similarly, pursuant to Section 203 of the Delaware
General Corporation Law, an interested stockholder (defined as one owning more
than 15% of the Issuer's stock) must obtain a two-thirds vote of the other
stockholders before engaging in a business combination with the Issuer for three
years on or after the date he becomes an interested stockholder unless he (1)
obtains the approval of the Issuer's Board of Directors before that date, or (2)
obtains the approval of the Board and the holders of two-thirds of the
outstanding shares not held by him after that date, or (3) acquires at least 85%
of the Issuer's voting stock in the same transaction that resulted in his
becoming an interested stockholder. Stock held by employee stock plans is
excluded from the 85% calculation unless the employees have the right to tender
their shares confidentially. Since the Trust grants employees this right, the
14.7% stake held by employees through the Trust would be included in the 85%
calculation. Thus, a potential acquirer who has not received Board approval
would find it difficult to engage in a business combination prior to the
expiration of this three-year period unless he is able to induce at least some
employees to support his proposal.
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ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER
The Trust holds 9,000,000 shares of Common Stock or 14.7% of the Company's
outstanding shares of Common Stock, as to which it may be deemed to have shared
voting and dispositive power. The shares will be allocated during the course of
the year or in following years as provided in the Trust Agreement. The Issuer
has advised the Trustee that the Issuer's contributions to the plans, as defined
in the Trust Agreement ("Plans"), will be decreased by the value of the shares
allocated to the Plans from the Trust.

The Trust Agreement provides that active vested participants in the option plans
("Participants") will have full authority to vote all shares of Common. The
Trust Agreement provides that the Trustee will vote unallocated shares of Common
Stock held in the Trust's suspense account, and allocated shares as to which
Participants in the Plans do not instruct the Trustee, in the same proportions
as the shares of Common Stock, for which instructions are received. With respect
to the decision as to whether or not to accept any tender or exchange offer for
shares of Common Stock the Trust Agreement provides that the Trustee will
similarly act at the direction of Participants in the Plans and will tender or
exchange unallocated shares of Common Stock in the same proportion as the
percentage of allocated shares of Common Stock for which instructions to tender
or exchange have been received. The Trustee will not tender or exchange any
other shares of Common Stock. The Trust Agreement further provides that all
voting instructions and all tender or exchange instructions received by the
Trustee will be held in confidence and not disclosed to any person, including
the Issuer.

The filing of this Statement on Schedule 13D by the Trust does not constitute,
and should not be construed as, an admission that either the Trust or the
Trustee beneficially owns any securities covered by this Statement or is
required to file this Statement. In this connection, the Trust and the Trustee
disclaim beneficial ownership of the securities covered by this Statement.

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ITEM 6.           CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS 
                  WITH RESPECT TO  SECURITIES OF THE ISSUER
The Issuer and the Trustee, as trustee for the Trust, have entered into the
Trust Agreement and the Common Stock Purchase Agreement, and the Trustee, as
trustee for the Trust, has issued the Note to the Issuer.

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS
The Trust Agreement, the Common Stock Purchase Agreement and the Note have
previously been filed as Exhibits under Form 8K filed by Issuer on October 25,
1996. That filing is incorporated by reference herein.

                                    SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.




Dated: 11/1/96
      -----------------------



WACHOVIA BANK OF NORTH CAROLINA, N.A., TRUSTEE


/s/John N. Smith, III
- --------------------------------------------
NAME:  John N. Smith, III
TITLE:  Vice President