As filed with the Securities and Exchange Commission on October 29, 1999
                                      Registration No. 333-_____________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                               FILENET CORPORATION


           Delaware                                   95-3757924
   (State or other jurisdiction             (IRS Employer Identification No.)
 of incorporation or organization)

                              3565 Harbor Boulevard
                          Costa Mesa, California 92626


                               FILENET CORPORATION
                             1995 STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                                 Lee D. Roberts
                      President and Chief Executive Officer
                               FILENET CORPORATION
               3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 966-3400


                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>

   Title of Securities              Amount to      Proposed Maximum    Proposed Maximum      Amount of
    to be Registered            be Registered(1)  Offering Price per  Aggregate Offering  Registration Fee
                                                         Share                Price
<S>                                <C>                    <C>              <C>                   <C>

1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value                    1,200,000 shares       $15.66(2)        $18,792,000(2)        $5,224.18

1998 EMPLOYEE STOCK PURCHASE
PLAN
Common Stock,
$0.01 par value                      300,000 shares       $15.66(2)        $ 4,698,000(2)        $1,306.04


INTERNATIONAL EMPLOYEE               300,000 shares       $15.66(2)        $ 4,698,000(2)        $1,306.04
STOCK PURCHASE PLAN


                                                                         Aggregate Filing Fee    $7,836.26
</TABLE>
================================================================================

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the FileNET Corporation 1995 Stock
     Option  Plan,  1998  Employee  Stock  Purchase  Plan  or the  International
     Employee Stock Purchase Plan by reason of any stock dividend,  stock split,
     recapitalization  or any other  similar  transaction  effected  without the
     Registrant's  receipt of consideration  which results in an increase in the
     number of outstanding shares of Registrant's Common Stock.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and  low  selling  prices  per  share  of  Registrant's   Common  Stock  on
     October 25, 1999, as reported on the Nasdaq National Market.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         FileNET Corporation (the "Registrant") hereby incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

          (a) The Registrant's  Annual Report on Form 10-K for fiscal year ended
     December 31, 1998 filed with the SEC on March 30, 1999,  as amended on Form
     10-K/A filed with the SEC on April 16, 1999.

          (b) The Registrant's  Quarterly Report on Form 10-Q for fiscal quarter
     ended  March 31,  1999  filed  with the SEC on May 11,  1999 and for fiscal
     quarter ended June 30, 1999 filed with the SEC on August 12, 1999.

          (c) The  Registrant's  Registration  Statement No. 0-15997 on Form 8-A
     filed with the SEC on June 24, 1987, in which there is described the terms,
     rights and provisions applicable to the Registrant's Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officers

         Pursuant to the  provisions  of Section 145 of the General  Corporation
Law of Delaware, the Registrant as a Delaware corporation has power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action  by or in the right of the  Registrant)  by reason of the fact that he or
she is or was a director, officer, employee or agent of the Registrant or of any
corporation,  partnership, joint venture, trust or other enterprise for which he
or she is or was  serving in such  capacity  at the  request of the  Registrant,
against any and all  expenses,  judgments,  fines and amounts paid in settlement
which were  reasonably  incurred by him or her in  connection  with such action,
suit or proceeding.  The power to indemnify applies only if such person acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests,  or not opposed to the best  interests,  of the Registrant  and, with
respect to any criminal  action or  proceeding,  if he or she had no  reasonable
cause to believe his or her conduct was unlawful.

         The power to  indemnify  also  applies to actions  brought by or in the
right of the  Registrant,  but only to the  extent  of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself. In such actions,  however,  no indemnification  will be made if there is

                                      II-1
<PAGE>

any  adjudication  of  negligence  or  misconduct,  unless  the  court,  in  its
discretion,  feels  that in the light of all the  circumstances  indemnification
should apply.

         To the  extent  any such  person is  successful  in the  defense of the
actions  referred to above,  such person is entitled  pursuant to Section 145 of
the General  Corporation Law of Delaware to  indemnification as described above.
Section 145 also grants power to advance litigation  expenses upon receipt of an
undertaking  on the part of the recipient to repay such advances in the event no
right to indemnification  is subsequently  shown. The Registrant may also obtain
insurance at its expense to protect  anyone who might be  indemnified,  or has a
right to insist on indemnification, under the statute.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No.  Exhibit
 <S>         <C>

  4          Instruments  Defining  Rights of Stockholders. Reference is made to
             Registrant's Registration Statement on Form 8-A, together  with the
             exhibits thereto, which is incorporated herein by reference pursuant
             to Item 3(c) of this Registration Statement.
  5          Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
 23.1        Consent of Independent  Accountants -- Deloitte & Touche LLP.
 23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24          Power of  Attorney. Reference is made to page II-4 of this Registration
             Statement.
 99.1        1995 Stock Option Plan (as Amended and Restated Through March 31, 1999)
 99.2*       Form of Notice of Grant of Stock Option.
 99.3*       Form of Stock Option Agreement.
 99.4*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Corporate Transaction.
 99.5*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Change in Control.
 99.6*       Form of Salary Reduction Option Grant Election.
 99.7*       Form of Notice of Grant under Salary Reduction Option Grant Program.
 99.8*       Form of Salary Reduction Stock Option Agreement.
 99.9*       Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Initial Grant.
 99.10*      Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Annual Grant.
 99.11**     Form of Automatic Stock Option Agreement.
 99.12*      Form of Director Fee Election.
 99.13*      Form of Notice of Grant of Non-Employee Director Stock Option under
             Director Fee Option Grant Program.
 99.14*      Form of Director Fee Stock Option Agreement.
 99.15       1998 Employee Stock Purchase Plan  (as Amended and Restated Through
             March 22, 1999).
 99.16       International Employee Stock Purchase Plan (as Amended and Restated
             Through May 20, 1999).
 99.17***    Form of Enrollment/Change Form (1998 and International Employee Stock
             Purchase Plans).

     *   Exhibits  99.2 through  99.10 and 99.12  through 99.14 are incorporated
     herein by reference to Exhibits 99.2 through 99.10 and 99.12 through 99.14,
     respectively,  to Registrant's  Registration Statement No. 33-80899 on Form
     S-8, filed with the SEC on December 22, 1995.

     **  Exhibit  99.11 is incorporated  herein by reference to Exhibit 99.11 to
     Registrant's  Registration  Statement No. 333-34031 on Form S-8, filed with
     the SEC on August 21, 1997.

     *** Exhibit 99.17 is  incorporated herein by reference to  Exhibit 99.17 to
     Registrant's  Registration  Statement No. 333-66997 on Form S-8, filed with
     the SEC on November 9, 1998.
</TABLE>

                                      II-2
<PAGE>


Item 9.  Undertakings

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the  Securities  Act of 1933,  as amended (the "1933 Act"),  (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of this  Registration  Statement  (or the most recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the  information  set  forth in this  Registration  Statement,  and  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in this  Registration  Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this  Registration  Statement;  (2) that
for the  purpose of  determining  any  liability  under the 1933 Act,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being registered which remain unsold upon the termination of the
Registrant's  1995 Stock Option Plan,  1998 Employee  Stock Purchase Plan and/or
the International Employee Stock Purchase Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Registrant  pursuant  to  the  indemnity  provisions  summarized  in  Item  6 or
otherwise,  the Registrant has been informed that in the opinion of the SEC such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3
<PAGE>





                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Costa Mesa, State of California on October 29, 1999.


                                 FILENET CORPORATION


                                      /s/  Lee D. Roberts

                                      By:  Lee D. Roberts
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the  undersigned  officers  and  directors of FileNET  Corporation,  a
Delaware  corporation,  do hereby constitute and appoint Lee D. Roberts and Mark
S. St. Clare, and each of them, the lawful  attorneys-in-fact  and agents,  with
full power and  authority  to do any and all acts and things and to execute  any
and all  instruments  which said  attorneys  and agents,  or either one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulation  or  requirements  of  the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration Statement and to any and all instruments or documents filed as part
of  or  in  conjunction  with  this  Registration  Statement  or  amendments  or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.


                                      II-4
<PAGE>

Signatures              Title                                 Date



/s/ Lee D. Roberts      President, Chief Executive Officer    October 29, 1999
Lee D. Roberts          and Director
                        (Principal Executive Officer)



/s/ Mark S. St. Clare   Senior Vice President-Finance         October 29, 1999
Mark S. St. Clare       Chief Financial Officer
                        (Principal Financial Officer)



/s/ Brian A. Colbeck    Vice President, Controller, Chief     October 29, 1999
Brian A. Colbeck        Accounting Officer and Assistant
                        Secretary (Principal Accounting Officer)



/s/ Theodore J. Smith   Chairman of the Board                 October 29, 1999
Theodore J. Smith


/s/ John C. Savage      Director                              October 29, 1999
John C. Savage


/s/ William P. Lyon     Director                              October 29, 1999
William P. Lyons


/s/ L. George Klaus     Director                              October 29, 1999
L. George Klaus


/s/ Roger S. Siboni     Director                              October 29, 1999
Roger S. Siboni


                                      II-5
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               FILENET CORPORATION





<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.  Exhibit
 <S>         <C>

  4          Instruments Defining Rights of Stockholders. Reference  is  made to
             Registrant's Registration Statement on Form 8-A, together  with the
             exhibits thereto, which is incorporated herein by reference pursuant
             to Item 3(c) of this Registration Statement.
  5          Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
 23.1        Consent of Independent  Accountants -- Deloitte & Touche LLP.
 23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24          Power of Attorney. Reference is made to page II-4 of this Registration
             Statement.
 99.1        1995 Stock Option Plan (as Amended and Restated Through March 31, 1999)
 99.2*       Form of Notice of Grant of Stock Option.
 99.3*       Form of Stock Option Agreement.
 99.4*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Corporate Transaction.
 99.5*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Change in Control.
 99.6*       Form of Salary Reduction Option Grant Election.
 99.7*       Form of Notice of Grant under Salary Reduction Option Grant Program.
 99.8*       Form of Salary Reduction Stock Option Agreement.
 99.9*       Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Initial Grant.
 99.10*      Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Annual Grant.
 99.11**     Form of Automatic Stock Option Agreement.
 99.12*      Form of Director Fee Election.
 99.13*      Form of Notice of Grant of Non-Employee Director Stock Option under
             Director Fee Option Grant Program.
 99.14*      Form of Director Fee Stock Option Agreement.
 99.15       1998 Employee Stock Purchase Plan  (as Amended and Restated Through
             March 22, 1999).
 99.16       International Employee Stock Purchase Plan (as Amended and Restated
             Through May 20, 1999).
 99.17***    Form of Enrollment/Change Form (1998 and International Employee Stock
             Purchase Plans).

     *   Exhibits  99.2 through  99.10 and 99.12  through 99.14 are incorporated
     herein by reference to Exhibits 99.2 through 99.10 and 99.12 through 99.14,
     respectively,  to Registrant's  Registration Statement No. 33-80899 on Form
     S-8, filed with the SEC on December 22, 1995.

     **  Exhibit  99.11 is incorporated  herein by reference to Exhibit 99.11 to
     Registrant's  Registration  Statement No. 333-34031 on Form S-8, filed with
     the SEC on August 21, 1997.

     *** Exhibit 99.17 is  incorporated herein by reference to  Exhibit 99.17 to
     Registrant's  Registration  Statement No. 333-66997 on Form S-8, filed with
     the SEC on November 9, 1998.
</TABLE>

<PAGE>



                                                                       EXHIBIT 5



                   Opinion of Brobeck, Phleger & Harrison LLP

                                 October 29, 1999

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA  92626

         Re:      FileNET  Corporation (the "Company") Registration Statement on
                  Form S-8 for  Registration of an aggregate of 1,500,000 Shares
                  of Common Stock

Ladies and Gentlemen:

     We have acted as counsel to  FileNET  Corporation,  a Delaware  corporation
(the  "Company"),   in  connection  with  the  registration  on  Form  S-8  (the
"Registration  Statement") under the Securities Act of 1933, as amended,  of (i)
an additional  1,200,000 shares of the Company's common stock for issuance under
the Company's  1995 Stock Option Plan (the "Option Plan") and (ii) an additional
300,000  shares of the Company's  common stock for issuance  under the Company's
1998 Employee Stock Purchase Plan (the "Purchase Plan"), and (iii) an additioanl
300,000  shares of the Company's  common stock for issuance  under the Company's
International Employee Stock Purchase Plan (the "International Plan").

          This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

         We have  reviewed the  Company's  charter  documents  and the corporate
proceedings  taken by the  Company  in  connection  with the  establishment  and
amendment of the Option Plan and the Purchase Plan. Based on such review, we are
of the  opinion  that if, as and when the  shares  are  issued and sold (and the
consideration  therefor  received)  pursuant  to (a) the  provisions  of  option
agreements  duly  authorized  under the Option Plan and in  accordance  with the
Registration  Statement,  (b) duly  authorized  direct stock issuances under the
Option  Plan and in  accordance  with  the  Registration  Statement  or (c) duly
authorized  stock purchase rights under the Purchase Plan and in accordance with
the Registration Statement, such shares will be duly authorized, legally issued,
fully paid and non-assessable.

         We  consent to the  filing of this  opinion  letter as Exhibit 5 to the
Registration Statement.

         This opinion  letter is rendered as of the date first written above and
we disclaim  any  obligation  to advise you of facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Option Plan or the  Purchase  Plan or the shares of the  Company's  common stock
issuable under such plans.

                                    Very truly yours,



                                    /s/ BROBECK, PHLEGER & HARRISON LLP

                                    BROBECK, PHLEGER & HARRISON LLP


<PAGE>

                                                                    EXHIBIT 23.1



INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
FileNET  Corporation  on Form S-8 of our reports dated January 26, 1999,  (March
10, 1999 as to Note 8)  appearing  in, and  incorporated  by  reference  in, the
Annual Report on Form 10-K of FileNET  Corporation  for the year ended  December
31, 1998.


                                        /s/ Deloitte & Touche

                                        DELOITTE & TOUCHE LLP

Costa Mesa, California
October 29, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25749}]
{"company-data": {"conformed-name": "FILENET CORP", "cik": "0000706015", "assigned-sic": "7373", "irs-number": "953757924", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89983", "film-number": "99737692"}, "business-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7149663400"}, "mail-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "926261420"}}
As filed with the Securities and Exchange Commission on October 29, 1999
                                      Registration No. 333-_____________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               FILENET CORPORATION

           Delaware                                   95-3757924
   (State or other jurisdiction             (IRS Employer Identification No.)
 of incorporation or organization)

                              3565 Harbor Boulevard
                          Costa Mesa, California 92626

                               FILENET CORPORATION
                             1995 STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                                 Lee D. Roberts
                      President and Chief Executive Officer
                               FILENET CORPORATION
               3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 966-3400

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities              Amount to      Proposed Maximum    Proposed Maximum      Amount of
    to be Registered            be Registered(1)  Offering Price per  Aggregate Offering  Registration Fee
                                                         Share                Price
1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value                    1,200,000 shares       $15.66(2)        $18,792,000(2)        $5,224.18

1998 EMPLOYEE STOCK PURCHASE
PLAN
Common Stock,
$0.01 par value                      300,000 shares       $15.66(2)        $ 4,698,000(2)        $1,306.04

INTERNATIONAL EMPLOYEE               300,000 shares       $15.66(2)        $ 4,698,000(2)        $1,306.04
STOCK PURCHASE PLAN

                                                                         Aggregate Filing Fee    $7,836.26
================================================================================

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the FileNET Corporation 1995 Stock
     Option  Plan,  1998  Employee  Stock  Purchase  Plan  or the  International
     Employee Stock Purchase Plan by reason of any stock dividend,  stock split,
     recapitalization  or any other  similar  transaction  effected  without the
     Registrant's  receipt of consideration  which results in an increase in the
     number of outstanding shares of Registrant's Common Stock.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and  low  selling  prices  per  share  of  Registrant's   Common  Stock  on
     October 25, 1999, as reported on the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         FileNET Corporation (the "Registrant") hereby incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

          (a) The Registrant's  Annual Report on Form 10-K for fiscal year ended
     December 31, 1998 filed with the SEC on March 30, 1999,  as amended on Form
     10-K/A filed with the SEC on April 16, 1999.

          (b) The Registrant's  Quarterly Report on Form 10-Q for fiscal quarter
     ended  March 31,  1999  filed  with the SEC on May 11,  1999 and for fiscal
     quarter ended June 30, 1999 filed with the SEC on August 12, 1999.

          (c) The  Registrant's  Registration  Statement No. 0-15997 on Form 8-A
     filed with the SEC on June 24, 1987, in which there is described the terms,
     rights and provisions applicable to the Registrant's Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officers

         Pursuant to the  provisions  of Section 145 of the General  Corporation
Law of Delaware, the Registrant as a Delaware corporation has power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action  by or in the right of the  Registrant)  by reason of the fact that he or
she is or was a director, officer, employee or agent of the Registrant or of any
corporation,  partnership, joint venture, trust or other enterprise for which he
or she is or was  serving in such  capacity  at the  request of the  Registrant,
against any and all  expenses,  judgments,  fines and amounts paid in settlement
which were  reasonably  incurred by him or her in  connection  with such action,
suit or proceeding.  The power to indemnify applies only if such person acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests,  or not opposed to the best  interests,  of the Registrant  and, with
respect to any criminal  action or  proceeding,  if he or she had no  reasonable
cause to believe his or her conduct was unlawful.

         The power to  indemnify  also  applies to actions  brought by or in the
right of the  Registrant,  but only to the  extent  of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself. In such actions,  however,  no indemnification  will be made if there is

                                      II-1
any  adjudication  of  negligence  or  misconduct,  unless  the  court,  in  its
discretion,  feels  that in the light of all the  circumstances  indemnification
should apply.

         To the  extent  any such  person is  successful  in the  defense of the
actions  referred to above,  such person is entitled  pursuant to Section 145 of
the General  Corporation Law of Delaware to  indemnification as described above.
Section 145 also grants power to advance litigation  expenses upon receipt of an
undertaking  on the part of the recipient to repay such advances in the event no
right to indemnification  is subsequently  shown. The Registrant may also obtain
insurance at its expense to protect  anyone who might be  indemnified,  or has a
right to insist on indemnification, under the statute.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8. Exhibits
Exhibit No.  Exhibit
4          Instruments  Defining  Rights of Stockholders. Reference is made to
             Registrant's Registration Statement on Form 8-A, together  with the
             exhibits thereto, which is incorporated herein by reference pursuant
             to Item 3(c) of this Registration Statement.
  5          Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
 23.1        Consent of Independent  Accountants -- Deloitte & Touche LLP.
 23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24          Power of  Attorney. Reference is made to page II-4 of this Registration
             Statement.
 99.1        1995 Stock Option Plan (as Amended and Restated Through March 31, 1999)
 99.2*       Form of Notice of Grant of Stock Option.
 99.3*       Form of Stock Option Agreement.
 99.4*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Corporate Transaction.
 99.5*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Change in Control.
 99.6*       Form of Salary Reduction Option Grant Election.
 99.7*       Form of Notice of Grant under Salary Reduction Option Grant Program.
 99.8*       Form of Salary Reduction Stock Option Agreement.
 99.9*       Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Initial Grant.
 99.10*      Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Annual Grant.
 99.11**     Form of Automatic Stock Option Agreement.
 99.12*      Form of Director Fee Election.
 99.13*      Form of Notice of Grant of Non-Employee Director Stock Option under
             Director Fee Option Grant Program.
 99.14*      Form of Director Fee Stock Option Agreement.
 99.15       1998 Employee Stock Purchase Plan  (as Amended and Restated Through
             March 22, 1999).
 99.16       International Employee Stock Purchase Plan (as Amended and Restated
             Through May 20, 1999).
 99.17***    Form of Enrollment/Change Form (1998 and International Employee Stock
             Purchase Plans).

     *   Exhibits  99.2 through  99.10 and 99.12  through 99.14 are incorporated
     herein by reference to Exhibits 99.2 through 99.10 and 99.12 through 99.14,
     respectively,  to Registrant's  Registration Statement No. 33-80899 on Form
     S-8, filed with the SEC on December 22, 1995.

     **  Exhibit  99.11 is incorporated  herein by reference to Exhibit 99.11 to
     Registrant's  Registration  Statement No. 333-34031 on Form S-8, filed with
     the SEC on August 21, 1997.

     *** Exhibit 99.17 is  incorporated herein by reference to  Exhibit 99.17 to
     Registrant's  Registration  Statement No. 333-66997 on Form S-8, filed with
     the SEC on November 9, 1998.
II-2
Item 9.  Undertakings

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the  Securities  Act of 1933,  as amended (the "1933 Act"),  (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of this  Registration  Statement  (or the most recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the  information  set  forth in this  Registration  Statement,  and  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in this  Registration  Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this  Registration  Statement;  (2) that
for the  purpose of  determining  any  liability  under the 1933 Act,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being registered which remain unsold upon the termination of the
Registrant's  1995 Stock Option Plan,  1998 Employee  Stock Purchase Plan and/or
the International Employee Stock Purchase Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Registrant  pursuant  to  the  indemnity  provisions  summarized  in  Item  6 or
otherwise,  the Registrant has been informed that in the opinion of the SEC such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Costa Mesa, State of California on October 29, 1999.

                                 FILENET CORPORATION

                                      /s/  Lee D. Roberts

                                      By:  Lee D. Roberts
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the  undersigned  officers  and  directors of FileNET  Corporation,  a
Delaware  corporation,  do hereby constitute and appoint Lee D. Roberts and Mark
S. St. Clare, and each of them, the lawful  attorneys-in-fact  and agents,  with
full power and  authority  to do any and all acts and things and to execute  any
and all  instruments  which said  attorneys  and agents,  or either one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulation  or  requirements  of  the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration Statement and to any and all instruments or documents filed as part
of  or  in  conjunction  with  this  Registration  Statement  or  amendments  or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

                                      II-4
Signatures              Title                                 Date

/s/ Lee D. Roberts      President, Chief Executive Officer    October 29, 1999
Lee D. Roberts          and Director
                        (Principal Executive Officer)

/s/ Mark S. St. Clare   Senior Vice President-Finance         October 29, 1999
Mark S. St. Clare       Chief Financial Officer
                        (Principal Financial Officer)

/s/ Brian A. Colbeck    Vice President, Controller, Chief     October 29, 1999
Brian A. Colbeck        Accounting Officer and Assistant
                        Secretary (Principal Accounting Officer)

/s/ Theodore J. Smith   Chairman of the Board                 October 29, 1999
Theodore J. Smith

/s/ John C. Savage      Director                              October 29, 1999
John C. Savage

/s/ William P. Lyon     Director                              October 29, 1999
William P. Lyons

/s/ L. George Klaus     Director                              October 29, 1999
L. George Klaus

/s/ Roger S. Siboni     Director                              October 29, 1999
Roger S. Siboni

                                      II-5
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               FILENET CORPORATION
EXHIBIT INDEX
Exhibit No.  Exhibit
4          Instruments Defining Rights of Stockholders. Reference  is  made to
             Registrant's Registration Statement on Form 8-A, together  with the
             exhibits thereto, which is incorporated herein by reference pursuant
             to Item 3(c) of this Registration Statement.
  5          Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
 23.1        Consent of Independent  Accountants -- Deloitte & Touche LLP.
 23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24          Power of Attorney. Reference is made to page II-4 of this Registration
             Statement.
 99.1        1995 Stock Option Plan (as Amended and Restated Through March 31, 1999)
 99.2*       Form of Notice of Grant of Stock Option.
 99.3*       Form of Stock Option Agreement.
 99.4*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Corporate Transaction.
 99.5*       Form of Addendum to Stock Option Agreement: Involuntary Termination
             Following Change in Control.
 99.6*       Form of Salary Reduction Option Grant Election.
 99.7*       Form of Notice of Grant under Salary Reduction Option Grant Program.
 99.8*       Form of Salary Reduction Stock Option Agreement.
 99.9*       Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Initial Grant.
 99.10*      Form of Notice of Grant of  Non-Employee  Director  Automatic Stock
             Option: Annual Grant.
 99.11**     Form of Automatic Stock Option Agreement.
 99.12*      Form of Director Fee Election.
 99.13*      Form of Notice of Grant of Non-Employee Director Stock Option under
             Director Fee Option Grant Program.
 99.14*      Form of Director Fee Stock Option Agreement.
 99.15       1998 Employee Stock Purchase Plan  (as Amended and Restated Through
             March 22, 1999).
 99.16       International Employee Stock Purchase Plan (as Amended and Restated
             Through May 20, 1999).
 99.17***    Form of Enrollment/Change Form (1998 and International Employee Stock
             Purchase Plans).

     *   Exhibits  99.2 through  99.10 and 99.12  through 99.14 are incorporated
     herein by reference to Exhibits 99.2 through 99.10 and 99.12 through 99.14,
     respectively,  to Registrant's  Registration Statement No. 33-80899 on Form
     S-8, filed with the SEC on December 22, 1995.

     **  Exhibit  99.11 is incorporated  herein by reference to Exhibit 99.11 to
     Registrant's  Registration  Statement No. 333-34031 on Form S-8, filed with
     the SEC on August 21, 1997.

     *** Exhibit 99.17 is  incorporated herein by reference to  Exhibit 99.17 to
     Registrant's  Registration  Statement No. 333-66997 on Form S-8, filed with
     the SEC on November 9, 1998.
EXHIBIT 5

                   Opinion of Brobeck, Phleger & Harrison LLP

                                 October 29, 1999

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA  92626

         Re:      FileNET  Corporation (the "Company") Registration Statement on
                  Form S-8 for  Registration of an aggregate of 1,500,000 Shares
                  of Common Stock

Ladies and Gentlemen:

     We have acted as counsel to  FileNET  Corporation,  a Delaware  corporation
(the  "Company"),   in  connection  with  the  registration  on  Form  S-8  (the
"Registration  Statement") under the Securities Act of 1933, as amended,  of (i)
an additional  1,200,000 shares of the Company's common stock for issuance under
the Company's  1995 Stock Option Plan (the "Option Plan") and (ii) an additional
300,000  shares of the Company's  common stock for issuance  under the Company's
1998 Employee Stock Purchase Plan (the "Purchase Plan"), and (iii) an additioanl
300,000  shares of the Company's  common stock for issuance  under the Company's
International Employee Stock Purchase Plan (the "International Plan").

          This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

         We have  reviewed the  Company's  charter  documents  and the corporate
proceedings  taken by the  Company  in  connection  with the  establishment  and
amendment of the Option Plan and the Purchase Plan. Based on such review, we are
of the  opinion  that if, as and when the  shares  are  issued and sold (and the
consideration  therefor  received)  pursuant  to (a) the  provisions  of  option
agreements  duly  authorized  under the Option Plan and in  accordance  with the
Registration  Statement,  (b) duly  authorized  direct stock issuances under the
Option  Plan and in  accordance  with  the  Registration  Statement  or (c) duly
authorized  stock purchase rights under the Purchase Plan and in accordance with
the Registration Statement, such shares will be duly authorized, legally issued,
fully paid and non-assessable.

         We  consent to the  filing of this  opinion  letter as Exhibit 5 to the
Registration Statement.

         This opinion  letter is rendered as of the date first written above and
we disclaim  any  obligation  to advise you of facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Option Plan or the  Purchase  Plan or the shares of the  Company's  common stock
issuable under such plans.

                                    Very truly yours,

                                    /s/ BROBECK, PHLEGER & HARRISON LLP

                                    BROBECK, PHLEGER & HARRISON LLP
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
FileNET  Corporation  on Form S-8 of our reports dated January 26, 1999,  (March
10, 1999 as to Note 8)  appearing  in, and  incorporated  by  reference  in, the
Annual Report on Form 10-K of FileNET  Corporation  for the year ended  December
31, 1998.

                                        /s/ Deloitte & Touche

                                        DELOITTE & TOUCHE LLP

Costa Mesa, California
October 29, 1999