As filed with the Securities and Exchange Commission on August 8, 2000
                                                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
              FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
         FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                      ------------------------------------
                                 Lee D. Roberts
                      President and Chief Executive Officer
                               FILENET CORPORATION
               3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 327-3400

                      ------------------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                                 Proposed Masimum          Proposed Maximum
        Title of Securities                 Amount to           Offering Price per        Aggregate Offering          Amount of
         to be Registered               be Registered (1)              Share                    Price              Registration Fee
       ---------------------           -------------------     --------------------      --------------------     ------------------
<S>                                      <C>                       <C>                     <C>                       <C>
FileNET  Corp.  1995 Stock  Option
Plan
Common Stock, $0.01 par value            1,350,000 shares          $16.06(2)               $21,684,375.00(2)         $5,724.68

FileNET Corp. 1998 Employee Stock
Purchase Plan
Common Stock, $0.01 par value              340,000 shares          $16.06(2)                $5,461,250.00(2)         $1,441.77

FileNET Corp. International
Employee Stock Purchase Plan
Common Stock, $0.01 par value              340,000 shares          $16.06(2)                $5,461,250.00(2)         $1,441.77
</TABLE>

                         Aggregate Filing Fee $8,608.22
================================================================================

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the FileNET Corporation 1995 Stock
     Option Plan, the FileNET  Corporation 1998 Employee Stock Purchase Plan, or
     the FileNET  Corporation  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 August 3,
     2000, 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 "Commission"):

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Commission on March 30, 2000;

     (b)  The  Registrant's  Quarterly  Report on Form 10-Q for  fiscal  quarter
          ended March 31, 2000 filed with the Commission on May 15, 2000.

     (c)  The Registrant's  Registration Statement No. 0-15997 on Form 8-A filed
          with the  Commission on June 24, 1987, in which there is described the
          terms,   rights  and   provisions   applicable  to  the   Registrant's
          outstanding 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 any adjudication
of negligence or misconduct,  unless the court, in its discretion, feels that in
the light of all the circumstances indemnification should apply.

                                      II-1
<PAGE>

     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        Independent Auditors' Consent-- 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        FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 31, 2000).

   99.2        FileNET  Corporation  1998 Employee Stock  Purchase Plan (as Amended and Restated  Through March
               31, 2000).

   99.3        FileNET Corporation  International Employee Stock Purchase Plan (as Amended and Restated Through
               May 20, 2000).
</TABLE>

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  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.

                                      II-2
<PAGE>

     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 August 8, 2000.


                                  FILENET CORPORATION



                                  By: _________________________________________
                                      /s/Lee D. Roberts
                                      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 the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments  which said attorney and agent
determines 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 attorney and agent 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.

Signature                Title                                   Date

_____________________    President,  Chief Executive Officer,    August 8, 2000
/s/Lee D. Roberts        Acting Chief Financial Officer, and
                         Director (Principal Executive Officer
                         and Principal Accounting Officer)

                                      II-4
<PAGE>

Signatures               Title                                   Date



_____________________    Chairman of the Board                   August 8, 2000
/s/Theodore J. Smith



_____________________    Director                                August 8, 2000
/s/John C. Savage



_____________________    Director                                August 8, 2000
/s/William P. Lyons



_____________________    Director                                August 8, 2000
/s/L. George Klaus



_____________________    Director                                August 8, 2000
/s/ 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        Independent Auditors' Consent-- 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        FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 31, 2000).

  99.2        FileNET  Corporation  1998 Employee Stock  Purchase Plan (as Amended and Restated  Through March
              31, 2000).

  99.3        FileNET Corporation  International Employee Stock Purchase Plan (as Amended and Restated Through
              May 20, 2000).

</TABLE>

<PAGE>


                                    EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP



                                 August 8, 2000

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA  92626

     Re:  FileNET  Corporation  -  Registration  Statement  for  Offering  of an
          Aggregate of 1,690,000 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 (a)
an  additional  1,350,000  shares of the  Company's  common  stock  reserved for
issuance  under the Company's 1995 Stock Option Plan (the "Option Plan") and (b)
an additional 340,000 shares of the Company's common stock reserved for issuance
in the aggregate  under the Company's  1998  Employee  Stock  Purchase Plan (the
"Purchase Plan"), and 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,  the Purchase  Plan and the  International  Plan.
Based on such  review,  we are of the opinion that if, as and when the shares of
the Company's common stock are issued and sold (and the  consideration  therefor
received)  pursuant to (i) the  provisions of option  agreements or direct stock
issuances  duly  authorized  under the Option  Plan and in  accordance  with the
Registration Statement,  (ii) stock purchases duly authorized under the Purchase
Plan  and in  accordance  with  the  Registration  Statement,  and  (iii)  stock
purchases duly authorized  under the  International  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, the Purchase Plan and the  International  Plan or the shares of the
Company's common stock issuable under those plans.

                                             Very truly yours,



                                             /s/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 25, 2000, appearing
in the  Annual  Report on Form 10-K of  FileNET  Corporation  for the year ended
December 31, 1999.




/s/Deloitte & Touche LLP

Costa Mesa, California
August 7, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22713}]
{"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": "333-43254", "film-number": "688234"}, "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 August 8, 2000
                                                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
              FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
         FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                      ------------------------------------
                                 Lee D. Roberts
                      President and Chief Executive Officer
                               FILENET CORPORATION
               3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 327-3400

                      ------------------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Masimum          Proposed Maximum
        Title of Securities                 Amount to           Offering Price per        Aggregate Offering          Amount of
         to be Registered               be Registered (1)              Share                    Price              Registration Fee
       ---------------------           -------------------     --------------------      --------------------     ------------------
FileNET  Corp.  1995 Stock  Option
Plan
Common Stock, $0.01 par value            1,350,000 shares          $16.06(2)               $21,684,375.00(2)         $5,724.68

FileNET Corp. 1998 Employee Stock
Purchase Plan
Common Stock, $0.01 par value              340,000 shares          $16.06(2)                $5,461,250.00(2)         $1,441.77

FileNET Corp. International
Employee Stock Purchase Plan
Common Stock, $0.01 par value              340,000 shares          $16.06(2)                $5,461,250.00(2)         $1,441.77
Aggregate Filing Fee $8,608.22
================================================================================

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the FileNET Corporation 1995 Stock
     Option Plan, the FileNET  Corporation 1998 Employee Stock Purchase Plan, or
     the FileNET  Corporation  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 August 3,
     2000, 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 "Commission"):

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Commission on March 30, 2000;

     (b)  The  Registrant's  Quarterly  Report on Form 10-Q for  fiscal  quarter
          ended March 31, 2000 filed with the Commission on May 15, 2000.

     (c)  The Registrant's  Registration Statement No. 0-15997 on Form 8-A filed
          with the  Commission on June 24, 1987, in which there is described the
          terms,   rights  and   provisions   applicable  to  the   Registrant's
          outstanding 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 any adjudication
of negligence or misconduct,  unless the court, in its discretion, feels that in
the light of all the circumstances indemnification should apply.

                                      II-1
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        Independent Auditors' Consent-- 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        FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 31, 2000).

   99.2        FileNET  Corporation  1998 Employee Stock  Purchase Plan (as Amended and Restated  Through March
               31, 2000).

   99.3        FileNET Corporation  International Employee Stock Purchase Plan (as Amended and Restated Through
               May 20, 2000).
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  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.

                                      II-2
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 August 8, 2000.

                                  FILENET CORPORATION

                                  By: _________________________________________
                                      /s/Lee D. Roberts
                                      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 the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments  which said attorney and agent
determines 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 attorney and agent 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.

Signature                Title                                   Date

_____________________    President,  Chief Executive Officer,    August 8, 2000
/s/Lee D. Roberts        Acting Chief Financial Officer, and
                         Director (Principal Executive Officer
                         and Principal Accounting Officer)

                                      II-4
Signatures               Title                                   Date

_____________________    Chairman of the Board                   August 8, 2000
/s/Theodore J. Smith

_____________________    Director                                August 8, 2000
/s/John C. Savage

_____________________    Director                                August 8, 2000
/s/William P. Lyons

_____________________    Director                                August 8, 2000
/s/L. George Klaus

_____________________    Director                                August 8, 2000
/s/ 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        Independent Auditors' Consent-- 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        FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 31, 2000).

  99.2        FileNET  Corporation  1998 Employee Stock  Purchase Plan (as Amended and Restated  Through March
              31, 2000).

  99.3        FileNET Corporation  International Employee Stock Purchase Plan (as Amended and Restated Through
              May 20, 2000).
EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                 August 8, 2000

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA  92626

     Re:  FileNET  Corporation  -  Registration  Statement  for  Offering  of an
          Aggregate of 1,690,000 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 (a)
an  additional  1,350,000  shares of the  Company's  common  stock  reserved for
issuance  under the Company's 1995 Stock Option Plan (the "Option Plan") and (b)
an additional 340,000 shares of the Company's common stock reserved for issuance
in the aggregate  under the Company's  1998  Employee  Stock  Purchase Plan (the
"Purchase Plan"), and 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,  the Purchase  Plan and the  International  Plan.
Based on such  review,  we are of the opinion that if, as and when the shares of
the Company's common stock are issued and sold (and the  consideration  therefor
received)  pursuant to (i) the  provisions of option  agreements or direct stock
issuances  duly  authorized  under the Option  Plan and in  accordance  with the
Registration Statement,  (ii) stock purchases duly authorized under the Purchase
Plan  and in  accordance  with  the  Registration  Statement,  and  (iii)  stock
purchases duly authorized  under the  International  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, the Purchase Plan and the  International  Plan or the shares of the
Company's common stock issuable under those plans.

                                             Very truly yours,

                                             /s/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 25, 2000, appearing
in the  Annual  Report on Form 10-K of  FileNET  Corporation  for the year ended
December 31, 1999.

/s/Deloitte & Touche LLP

Costa Mesa, California
August 7, 2000