As filed with the Securities and Exchange Commission on April 3, 1996
                              Registration No. 333-


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                                CAERE CORPORATION
             (Exact name of registrant as specified in its charter)
                               ------------------

           DELAWARE                                                94-2250509
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                           Identification Number)

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

                                100 Cooper Court
                           Los Gatos, California 95030
                    (Address of Principal Executive Offices)
                               ------------------

                        1990 Employee Stock Purchase Plan
                            (Full title of the plans)


                                Robert G. Teresi
                      President and Chief Executive Officer
                                Caere Corporation
                                100 Cooper Court
                           Los Gatos, California 95030
                                 (408) 395-7000
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               ------------------

                                   Copies to:

                               Lee F. Benton, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                        Five Palo Alto Square, Suite 400
                           Palo Alto, California 94306
                               ------------------



<PAGE>




<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>


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


Common Stock                        150,000          $8.0625           $1,209,375       $417.03
(par value $.001)

</TABLE>


(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration fee. The price per share and aggregate  offering price are
         based upon the average of the high and low sales price of  Registrant's
         Common  Stock on March 29,  1996 as  reported  on the  NASDAQ  National
         Market System.




         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.



<PAGE>





                                                      

        INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
                            ON FORM S-8 NO. 33-81680

         The contents of the  Registration  Statement  on Form S-8 No.  33-81680
filed  with  the  Securities  and  Exchange  Commission  on July  18,  1994  are
incorporated by reference herein.


                                    EXHIBITS

Exhibit
Number

 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum

23.1        Consent of KPMG Peat Marwick LLP

23.2        Consent of Cooley Godward  Castro  Huddleson & Tatum is contained
            in Exhibit 5.1 to this Registration Statement

23.3        Consent of Coopers & Lybrand LLP

24          Power of Attorney is contained on the signature pages.




<PAGE>





                                     

                                   SIGNATURES


  The Registrant. 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 Los  Gatos,  County of Santa  Clara,  State of
California, on April 2, 1996.

                                                    CAERE CORPORATION



                                                    By  /s/ Blanche M. Sutter
                                                    Blanche M. Sutter
                                                    Vice President, Finance,
                                                    Chief Financial Officer and
                                                    Secretary



                                POWER OF ATTORNEY


  KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,  and each
or any one of them, his true and lawful  attorney-in-fact  and agent,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.



<PAGE>



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

<TABLE>

  Signature                                   Title                                                Date
<S>                                           <C>                                              <C>    


  /s/ Robert G. Teresi                        President, Chief Executive                       April 2, 1996
- ----------------------------
      Robert G. Teresi                        Officer, Chairman of the
                                              Board and Director
                                              (Principal Executive
                                              Officer)


  /s/ Blanche M. Sutter                       Vice President, Finance,                         April 2, 1996
- ---------------------------
      Blanche M. Sutter                       Chief Financial Officer
                                              and Secretary (Principal
                                              Financial and Accounting
                                              Officer)



  /s/ James K. Dutton                         Director                                         April 2, 1996
- ---------------------------
      James K. Dutton



  /s/ Wayne E. Rosing                         Director                                         April 2, 1996
- --------------------------
      Wayne E. Rosing


  /s/ Frederick W. Zuckerman                  Director                                         April 2, 1996
- ------------------------------
      Frederick W. Zuckerman


</TABLE>

<PAGE>

                                               Exhibit 5.1


April 3, 1996

Caere Corporation
100 Cooper Court
Los Gatos, California  95030

Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Caere Corporation (the "Company") of a Registration Statement
on Form S-8 (the  "Registration  Statement")  with the  Securities  and Exchange
Commission covering the offering of up to 150,000 shares of the Company's Common
Stock,  $.001 par value  (the  "Shares"),  pursuant to its 1990  Employee  Stock
Purchase Plan (the "Plan").

In connection with this opinion, we have examined the Registration Statement and
related  Prospectus,  your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we  deem  necessary  as a  basis  for  this  opinion.  We  have  assumed  the
genuineness and authenticity of all documents submitted to us as originals,  the
conformity to originals of all documents submitted to us as copies thereof,  and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the  Shares,  when  sold and  issued  in  accordance  with  the  Plan,  the
Registration  Statement and related  Prospectus,  will be validly issued,  fully
paid, and nonassessable.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.

Very truly yours,

COOLEY GODWARD CASTRO
HUDDLESON & TATUM



By:  /s/ Lee F. Benton

         Lee F. Benton




<PAGE>






                                                  





                                          Exhibit 23.1


                                 Consent of Independent Auditors


The Board of Directors and Stockholders
Caere Corporation


We consent to the use of our reports  dated  January 26,  1996,  relating to the
consolidated balance sheets of Caere Corporation and subsidiaries as of December
31,  1995  and  1994,  and the  related  consolidated  statements  of  earnings,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1995, and the related schedule, incorporated herein by
reference,  which reports  appear,  or are  incorporated  by  reference,  in the
December 31,1995, annual report on Form 10-K of Caere Corporation.


                                                     KPMG Peat Marwick LLP


San Jose, California
April 3, 1996


<PAGE>






                                          Exhibit 23.3



                               CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this  registration  statement of
Caere Corporation on Form S-8 of our report dated March 4, 1994, on our audit of
the financial  statements  of Calera  Recognition  Systems,  Inc. as of December
31,1993,  and for the year then  ended,  which  report is included in the annual
Report on Form 10-K.


                                                          COOPERS & LYBRAND LLP


April 3, 1996
San Jose, California
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 11286}]
{"company-data": {"conformed-name": "CAERE CORP", "cik": "0000854916", "assigned-sic": "3577", "irs-number": "942250509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02293", "film-number": "96544711"}, "business-address": {"street1": "100 C00PER CT", "city": "LOS GATOS", "state": "CA", "zip": "95030", "phone": "4083957000"}, "mail-address": {"street1": "100 COOPER COURT", "city": "LOS GATOS", "state": "CA", "zip": "95030"}}
As filed with the Securities and Exchange Commission on April 3, 1996
                              Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                                CAERE CORPORATION
             (Exact name of registrant as specified in its charter)
                               ------------------

           DELAWARE                                                94-2250509
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                           Identification Number)

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

                                100 Cooper Court
                           Los Gatos, California 95030
                    (Address of Principal Executive Offices)
                               ------------------

                        1990 Employee Stock Purchase Plan
                            (Full title of the plans)

                                Robert G. Teresi
                      President and Chief Executive Officer
                                Caere Corporation
                                100 Cooper Court
                           Los Gatos, California 95030
                                 (408) 395-7000
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               ------------------

                                   Copies to:

                               Lee F. Benton, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                        Five Palo Alto Square, Suite 400
                           Palo Alto, California 94306
                               ------------------
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                     Maximum           Maximum
Title of                            Amount           Offering          Aggregate        Amount of
Securities to                       to be            Price Per         Offering         Registration
be Registered                       Registered       Share(1)          Price(1)         Fee
Common Stock                        150,000          $8.0625           $1,209,375       $417.03
(par value $.001)
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration fee. The price per share and aggregate  offering price are
         based upon the average of the high and low sales price of  Registrant's
         Common  Stock on March 29,  1996 as  reported  on the  NASDAQ  National
         Market System.

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
                            ON FORM S-8 NO. 33-81680

         The contents of the  Registration  Statement  on Form S-8 No.  33-81680
filed  with  the  Securities  and  Exchange  Commission  on July  18,  1994  are
incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum

23.1        Consent of KPMG Peat Marwick LLP

23.2        Consent of Cooley Godward  Castro  Huddleson & Tatum is contained
            in Exhibit 5.1 to this Registration Statement

23.3        Consent of Coopers & Lybrand LLP

24          Power of Attorney is contained on the signature pages.
SIGNATURES

  The Registrant. 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 Los  Gatos,  County of Santa  Clara,  State of
California, on April 2, 1996.

                                                    CAERE CORPORATION

                                                    By  /s/ Blanche M. Sutter
                                                    Blanche M. Sutter
                                                    Vice President, Finance,
                                                    Chief Financial Officer and
                                                    Secretary

                                POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,  and each
or any one of them, his true and lawful  attorney-in-fact  and agent,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

  Signature                                   Title                                                Date
/s/ Robert G. Teresi                        President, Chief Executive                       April 2, 1996
- ----------------------------
      Robert G. Teresi                        Officer, Chairman of the
                                              Board and Director
                                              (Principal Executive
                                              Officer)

  /s/ Blanche M. Sutter                       Vice President, Finance,                         April 2, 1996
- ---------------------------
      Blanche M. Sutter                       Chief Financial Officer
                                              and Secretary (Principal
                                              Financial and Accounting
                                              Officer)

  /s/ James K. Dutton                         Director                                         April 2, 1996
- ---------------------------
      James K. Dutton

  /s/ Wayne E. Rosing                         Director                                         April 2, 1996
- --------------------------
      Wayne E. Rosing

  /s/ Frederick W. Zuckerman                  Director                                         April 2, 1996
- ------------------------------
      Frederick W. Zuckerman
Exhibit 5.1

April 3, 1996

Caere Corporation
100 Cooper Court
Los Gatos, California  95030

Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Caere Corporation (the "Company") of a Registration Statement
on Form S-8 (the  "Registration  Statement")  with the  Securities  and Exchange
Commission covering the offering of up to 150,000 shares of the Company's Common
Stock,  $.001 par value  (the  "Shares"),  pursuant to its 1990  Employee  Stock
Purchase Plan (the "Plan").

In connection with this opinion, we have examined the Registration Statement and
related  Prospectus,  your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we  deem  necessary  as a  basis  for  this  opinion.  We  have  assumed  the
genuineness and authenticity of all documents submitted to us as originals,  the
conformity to originals of all documents submitted to us as copies thereof,  and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the  Shares,  when  sold and  issued  in  accordance  with  the  Plan,  the
Registration  Statement and related  Prospectus,  will be validly issued,  fully
paid, and nonassessable.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.

Very truly yours,

COOLEY GODWARD CASTRO
HUDDLESON & TATUM

By:  /s/ Lee F. Benton

         Lee F. Benton
Exhibit 23.1

                                 Consent of Independent Auditors

The Board of Directors and Stockholders
Caere Corporation

We consent to the use of our reports  dated  January 26,  1996,  relating to the
consolidated balance sheets of Caere Corporation and subsidiaries as of December
31,  1995  and  1994,  and the  related  consolidated  statements  of  earnings,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1995, and the related schedule, incorporated herein by
reference,  which reports  appear,  or are  incorporated  by  reference,  in the
December 31,1995, annual report on Form 10-K of Caere Corporation.

                                                     KPMG Peat Marwick LLP

San Jose, California
April 3, 1996
Exhibit 23.3

                               CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  registration  statement of
Caere Corporation on Form S-8 of our report dated March 4, 1994, on our audit of
the financial  statements  of Calera  Recognition  Systems,  Inc. as of December
31,1993,  and for the year then  ended,  which  report is included in the annual
Report on Form 10-K.

                                                          COOPERS & LYBRAND LLP

April 3, 1996
San Jose, California