As filed with the Securities and Exchange Commission on November 9, 1998
                                                           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,                          1,200,000 shares       $8.48(2)               $10,176,000(2)         $2,828.93
$0.01 par value
1998 EMPLOYEE STOCK PURCHASE PLAN
Common  Stock,                           400,000 shares       $8.48(2)               $ 3,392,000(2)         $  942.98
$0.01 par value
INTERNATIONAL EMPLOYEE
STOCK PURCHASE PLAN
Common  Stock,                           200,000 shares       $8.48(2)               $ 1,696,000(2)         $  471.49
$0.01 par value
</TABLE>
                         Aggregate Filing Fee $4,243.40
================================================================================

(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  without  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 November
     5, 1998, 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 the fiscal year
     ended December 31, 1997, filed with the SEC on March 31, 1998

          (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the fiscal
     quarters ended March 31, 1998 and June 30, 1998,  filed with the SEC on May
     14, 1998 and August 14, 1998, respectively;

          (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 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 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   No.  0-15997   on Form  8-A,
          together   with    the    exhibits  thereto,    which  is  incorporate
          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 17,
          1998).
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.
99.16     International Employee Stock Purchase Plan.
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 99.1  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.

     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.

<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 November 9, 1998.


                                              FILENET CORPORATION


                                              By:  /s/Lee D. Roberts
                                                   Lee D. Roberts
                                                   President and Chief 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  Theodore J. Smith 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.

<PAGE>
 
Signatures                  Title                                  Date



/s/Lee D. Roberts        President and Chief Executive      November 9, 1998
Lee D. Roberts           Officer (Principal Executive 
                         Officer)



/s/Theodore J. Smith     Chairman of the Board              November 9, 1998
Theodore J. Smith



/s/Mark S. St. Clare     Senior Vice President-Finance,     November 9, 1998
Mark S. St. Clare        Chief Financial Officer and
                         Secretary (Principal Financial
                         Officer)





/s/Lee M. Kim            Controller, Chief Accounting       November 9, 1998
Lee M. Kim               Officer and Assistant Secretary




/s/John C. Savage        Director                           November 9, 1998
John C. Savage



/s/William P. Lyons      Director                           November 9, 1998
William P. Lyons



/s/L. George Klaus       Director                           November 9, 1998
L. George Klaus



/s/Roger S. Siboni       Director                           November 9, 1998
Roger S. Siboni

<PAGE>

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


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               FILENET CORPORATION



<PAGE>

                                  EXHIBIT INDEX

Exhibit No.      Exhibit

 4      Instruments  Defining  Rights  of  Stockholders.   Reference  is made to
        Registrant's  Registration Statement  No. 0-15997 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 17, 1998).

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.
99.16   International Stock Purchase Plan.
99.17   Form of  Enrollment/Change  Form  (1998 and International Employee Stock
        Purchase Plan).

* 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.



<PAGE>

                                                                      EXHIBIT 5




                   Opinion of Brobeck, Phleger & Harrison LLP

                              November 9, 1998

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 1,800,000
                  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"), (ii) 400,000 shares of
the Company's  common stock for issuance under the Company's 1998 Employee Stock
Purchase Plan (the  "Purchase  Plan") and (iii) 200,000  shares of the Company's
common stock for  issuance  under the  Company's  International  Employee  Stock
Purchase Plan (the "International Purchase 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 amendment of the Option
Plan and the  establishment of the two Purchase Plans.  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, or (b) duly authorized direct stock issuances under the
Option  Plan and in  accordance  with  the  Registration  Statement  or (c) duly
authorized  stock  purchases under the two Purchase Plans and in accordance with
the Registration Statement, such shares will be duly authorized, legally issued,
fully paid and nonassessable.

     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, the International 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



                        Consent of Deloitte & Touche LLP


     We consent to the incorporation by reference in this Registration Statement
of  FileNET  Corporation  on Form S-8  of our  reports  dated  February 3, 1998,
appearing in, and  incorporated by reference in, the  Annual Report on Form 10-K
of FileNET Corporation for the fiscal year ended December 31, 1997.


                                                     /s/ Deloitte & Touche LLP
                                                       DELOITTE & TOUCHE LLP

Costa Mesa, California
November 9, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24751}]
{"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": "333-66997", "film-number": "98740937"}, "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 November 9, 1998
                                                           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,                          1,200,000 shares       $8.48(2)               $10,176,000(2)         $2,828.93
$0.01 par value
1998 EMPLOYEE STOCK PURCHASE PLAN
Common  Stock,                           400,000 shares       $8.48(2)               $ 3,392,000(2)         $  942.98
$0.01 par value
INTERNATIONAL EMPLOYEE
STOCK PURCHASE PLAN
Common  Stock,                           200,000 shares       $8.48(2)               $ 1,696,000(2)         $  471.49
$0.01 par value
Aggregate Filing Fee $4,243.40
================================================================================

(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  without  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 November
     5, 1998, 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 the fiscal year
     ended December 31, 1997, filed with the SEC on March 31, 1998

          (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the fiscal
     quarters ended March 31, 1998 and June 30, 1998,  filed with the SEC on May
     14, 1998 and August 14, 1998, respectively;

          (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 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 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   No.  0-15997   on Form  8-A,
          together   with    the    exhibits  thereto,    which  is  incorporate
          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 17,
          1998).
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.
99.16     International Employee Stock Purchase Plan.
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 99.1  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.

     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.
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 November 9, 1998.

                                              FILENET CORPORATION

                                              By:  /s/Lee D. Roberts
                                                   Lee D. Roberts
                                                   President and Chief 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  Theodore J. Smith 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.
Signatures                  Title                                  Date

/s/Lee D. Roberts        President and Chief Executive      November 9, 1998
Lee D. Roberts           Officer (Principal Executive 
                         Officer)

/s/Theodore J. Smith     Chairman of the Board              November 9, 1998
Theodore J. Smith

/s/Mark S. St. Clare     Senior Vice President-Finance,     November 9, 1998
Mark S. St. Clare        Chief Financial Officer and
                         Secretary (Principal Financial
                         Officer)

/s/Lee M. Kim            Controller, Chief Accounting       November 9, 1998
Lee M. Kim               Officer and Assistant Secretary

/s/John C. Savage        Director                           November 9, 1998
John C. Savage

/s/William P. Lyons      Director                           November 9, 1998
William P. Lyons

/s/L. George Klaus       Director                           November 9, 1998
L. George Klaus

/s/Roger S. Siboni       Director                           November 9, 1998
Roger S. Siboni
SECURITIES AND EXCHANGE COMMISSION
                       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  No. 0-15997 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 17, 1998).

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.
99.16   International Stock Purchase Plan.
99.17   Form of  Enrollment/Change  Form  (1998 and International Employee Stock
        Purchase Plan).

* 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 5

                   Opinion of Brobeck, Phleger & Harrison LLP

                              November 9, 1998

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 1,800,000
                  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"), (ii) 400,000 shares of
the Company's  common stock for issuance under the Company's 1998 Employee Stock
Purchase Plan (the  "Purchase  Plan") and (iii) 200,000  shares of the Company's
common stock for  issuance  under the  Company's  International  Employee  Stock
Purchase Plan (the "International Purchase 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 amendment of the Option
Plan and the  establishment of the two Purchase Plans.  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, or (b) duly authorized direct stock issuances under the
Option  Plan and in  accordance  with  the  Registration  Statement  or (c) duly
authorized  stock  purchases under the two Purchase Plans and in accordance with
the Registration Statement, such shares will be duly authorized, legally issued,
fully paid and nonassessable.

     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, the International 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

                        Consent of Deloitte & Touche LLP

     We consent to the incorporation by reference in this Registration Statement
of  FileNET  Corporation  on Form S-8  of our  reports  dated  February 3, 1998,
appearing in, and  incorporated by reference in, the  Annual Report on Form 10-K
of FileNET Corporation for the fiscal year ended December 31, 1997.

                                                     /s/ Deloitte & Touche LLP
                                                       DELOITTE & TOUCHE LLP

Costa Mesa, California
November 9, 1998