As filed with the Securities and Exchange Commission on August 23, 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)
                               __________________

                 1992 Non-Employee Directors' Stock Option Plan
                        1981 Incentive Stock Option Plan
                       1981 Supplemental Stock Option 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>
<S>                                 <C>              <C>               <C>               <C>   

                                                     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                        175,000          $9.8125           $1,717,187.50     $592.13
(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 August 22, 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.

</TABLE>

<PAGE>






                                                         

        INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS
      ON FORM S-8 NOS. 33-49114; 33-66430; 33-81708; 33-87824 and 33-86140

     The  contents  of the  Registration  Statement  on Form  S-8 No.  33-49114;
33-66430; 33-81708; 33-87824 and 33-86140 filed with the Securities and Exchange
Commission on July 1, 1992; July 22, 1993; July 18,  1994; December 23, 1994 and
June 6, 1995 are incorporated by reference herein.

                                                     EXHIBITS

Exhibit
Number

 5.1         Opinion of Cooley Godward Castro Huddleson & Tatum

23.1         Consent of KPMG Peat Marwick L.L.P.

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, L.L.P.

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 August 19, 1996.

                                     CAERE CORPORATION



                                     By  /s/ Blanche M. Sutter
                                         Blanche M. Sutter
                                         Senior Vice President,
                                         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>
<CAPTION>
  <S>                                         <C>                                              <C>    

  Signature                                   Title                                            Date


  /s/ Robert G. Teresi                        President, Chief Executive                       August 19, 1996
      Robert G. Teresi                        Officer, Chairman of the
                                              Board and Director
                                              (Principal Executive
                                              Officer)


  /s/ Blanche M. Sutter                       Senior Vice President,                           August 19, 1996
      Blanche M. Sutter                       Chief Financial Officer
                                              and Secretary (Principal
                                              Financial and Accounting
                                              Officer)


  /s/ James K. Dutton                         Director                                         August 19, 1996
      James K. Dutton



  /s/ Wayne E. Rosing                         Director                                         August 19, 1996
      Wayne E. Rosing


  /s/ Frederick W. Zuckerman                  Director                                         August 19, 1996
      Frederick W. Zuckerman


</TABLE>



<PAGE>



  August 23, 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 175,000 shares
of the Company's Common Stock,  $.001 par value, (the "Shares")  pursuant to its
1992 Non-Employee Directors' Stock Option Plan, 1981 Incentive Stock Option Plan
and 1981 Supplemental  Stock Option Plan (the "Plans").  In connection with this
opinion, we have examined the Registration  Statement and related  Prospectuses,
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 Plans, the Registration  Statement and related Prospectuses,
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>

                         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 in the December 31, 1995, annual report on Form
10-K of Caere Corporation.

  /s/ KPMG Peat Marwick LLP

  San Jose, California
  August 23, 1996


<PAGE>

                       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 ended,  which report is included in the Annual Report
on Form 10-K.


                                                   /s/ Coopers & Lybrand LLP

                                                   COOPERS & LYBRAND L.L.P.



  August 23, 1996
  San Jose, California
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 11289}]
{"company-data": {"conformed-name": "CAERE CORP", "cik": "0000854916", "assigned-sic": "7372", "irs-number": "942250509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10803", "film-number": "96620410"}, "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 August 23, 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)
                               __________________

                 1992 Non-Employee Directors' Stock Option Plan
                        1981 Incentive Stock Option Plan
                       1981 Supplemental Stock Option 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                        175,000          $9.8125           $1,717,187.50     $592.13
(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 August 22, 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 STATEMENTS
      ON FORM S-8 NOS. 33-49114; 33-66430; 33-81708; 33-87824 and 33-86140

     The  contents  of the  Registration  Statement  on Form  S-8 No.  33-49114;
33-66430; 33-81708; 33-87824 and 33-86140 filed with the Securities and Exchange
Commission on July 1, 1992; July 22, 1993; July 18,  1994; December 23, 1994 and
June 6, 1995 are incorporated by reference herein.

                                                     EXHIBITS

Exhibit
Number

 5.1         Opinion of Cooley Godward Castro Huddleson & Tatum

23.1         Consent of KPMG Peat Marwick L.L.P.

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, L.L.P.

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 August 19, 1996.

                                     CAERE CORPORATION

                                     By  /s/ Blanche M. Sutter
                                         Blanche M. Sutter
                                         Senior Vice President,
                                         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                       August 19, 1996
      Robert G. Teresi                        Officer, Chairman of the
                                              Board and Director
                                              (Principal Executive
                                              Officer)

  /s/ Blanche M. Sutter                       Senior Vice President,                           August 19, 1996
      Blanche M. Sutter                       Chief Financial Officer
                                              and Secretary (Principal
                                              Financial and Accounting
                                              Officer)

  /s/ James K. Dutton                         Director                                         August 19, 1996
      James K. Dutton

  /s/ Wayne E. Rosing                         Director                                         August 19, 1996
      Wayne E. Rosing

  /s/ Frederick W. Zuckerman                  Director                                         August 19, 1996
      Frederick W. Zuckerman
August 23, 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 175,000 shares
of the Company's Common Stock,  $.001 par value, (the "Shares")  pursuant to its
1992 Non-Employee Directors' Stock Option Plan, 1981 Incentive Stock Option Plan
and 1981 Supplemental  Stock Option Plan (the "Plans").  In connection with this
opinion, we have examined the Registration  Statement and related  Prospectuses,
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 Plans, the Registration  Statement and related Prospectuses,
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
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 in the December 31, 1995, annual report on Form
10-K of Caere Corporation.

  /s/ KPMG Peat Marwick LLP

  San Jose, California
  August 23, 1996
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 ended,  which report is included in the Annual Report
on Form 10-K.

                                                   /s/ Coopers & Lybrand LLP

                                                   COOPERS & LYBRAND L.L.P.

  August 23, 1996
  San Jose, California