As filed with the  Securities  and Exchange  Commision on July 10, 1997
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 of Incorporation)          (I.R.S. Employer Identification No.)

                                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 LLP
                              Five Palo Alto Square
                           Palo Alto, California 94306
                                 (415) 843-5000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>                            <C>                   <C>                    <C>                         <C>   

========================== ---------------------- ------------------------- -------------------------- =========================
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price
      be Registered             Registered               Share (1)                     (1)              Amount of Registration
                                                                                                                 Fee
========================== ====================== ========================= ========================== =========================
Stock Options and Common
Stock (par value $.001)
                                         500,000               $7.4375              $3,718.750.00            $1,126.89
========================== ====================== ========================= ========================== =========================
</TABLE>

     (1)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee  pursuant to Rule  457(c).  The price per share and  aggregate
offering price are based upon the closing price of Registrant's  Common Stock on
July 9, 1997 as reported on the Nasdaq National Market.

<PAGE>

                    INCORPORATION BY REFERENCE OF CONTENTS OF
         REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-81680 and 333-02293

         The contents of Registration  Statements on Form S-8 Nos.  33-81680 and
333-02293,  respectively,  filed with the Securities and Exchange  Commission on
July 18,  1994 and  April 3,  1996,  respectively,  are  incorporated  herein by
reference.


                                    EXHIBITS

Exhibit
Number

5              Opinion of Counsel

23.1           Consent of KPMG Peat Marwick LLP

23.2           Consent of Counsel is contained in Exhibit 5 to this Registration
               Statement

24             Power of Attorney is contained on the signature page II-1


<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 Town of Los Gatos,  State of  California,  on July 10,
1997.

                                       CAERE CORPORATION


                                       By:/s/ Blanche M. Sutter
                                       Blanche M. Sutter
                                       Executive 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 or her true and  lawful  attorney-in-fact  and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 or her 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.

<TABLE>
<CAPTION>
<S>                                                   <C>                                         <C>   

Signature                                             Title                                       Date


      /s/Robert G. Teresi                             President, Chief Executive Officer and      July 10, 1997
         Robert G. Teresi                             Chairman of the Board of Directors
                                                      (Chief Executive Officer)


      /s/Blanche M. Sutter                            Executive Vice President, Chief             July 10, 1997
         Blanche M. Sutter                            Financial Officer and Secretary
                                                      (Principal Financial Officer)


      /s/James K. Dutton                              Director                                    July  10, 1997
         James K. Dutton


      /s/Robert J. Frankenberg                        Director                                    July 10, 1997
         Robert J. Frankenberg


      /s/Frederick W. Zuckerman                       Director                                    July 10, 1997
         Frederick W. Zuckerman


</TABLE>


<PAGE>


                                  EXHIBIT INDEX


Exhibit
 Number           Description

 5                Opinion of Counsel

23.1              Consent of KPMG Peat Marwick LLP

23.2              Consent of Counsel is contained in Exhibit 5 to this 
                  Registration Statement

24                Power of Attorney is contained on the signature page II-1




<PAGE>


                                    EXHIBIT 5


July 10, 1997


Caere Corporation
100 Cooper Court
Los Gatos, California  95030



Ladies and Gentlemen:

I am General Counsel of Caere  Corporation (the "Company") and am rendering this
opinion with  respect to certain  matters in  connection  with the filing by the
Company of a Registration  Statement on Form S 8 (the "Registration  Statement")
with the Securities and Exchange Commission covering the offering and sale of up
to 500,000 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, I 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 in my judgment are necessary as a basis for this opinion.

On the basis of the foregoing, and in reliance thereon, I am 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  (except as to shares issued pursuant to certain  deferred payment
arrangements,  which will be fully  paid and  nonassessable  when such  deferred
payments are made in full).

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

Very truly yours,




By:   /s/Mark D. McLaughlin
         Mark D. McLaughlin
         General Counsel


<PAGE>
                                  EXHIBIT 23.1

                        Consent of Independent Auditors

The Board of Directors and Stockholders
Caere Corporation


We consent to incorporation herein by reference of our reports dated January 28,
1997,  relating to the  consolidated  balance  sheets of Caere  Corporation  and
subsidiaries  as of  December  31, 1996 and 1995,  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,  1996,  and the  related
schedule,  which repors appear, or are incorporated by reference in the December
31, 1996, annual report on Form 10-K of Caere Corporation.

/s/ KPMG Peat Marwick LLP

San Jose, California
July 10, 1997
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 10101}]
{"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": "333-30993", "film-number": "97638625"}, "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  Commision on July 10, 1997
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 of Incorporation)          (I.R.S. Employer Identification No.)

                                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 LLP
                              Five Palo Alto Square
                           Palo Alto, California 94306
                                 (415) 843-5000
CALCULATION OF REGISTRATION FEE
========================== ---------------------- ------------------------- -------------------------- =========================
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price
      be Registered             Registered               Share (1)                     (1)              Amount of Registration
                                                                                                                 Fee
========================== ====================== ========================= ========================== =========================
Stock Options and Common
Stock (par value $.001)
                                         500,000               $7.4375              $3,718.750.00            $1,126.89
========================== ====================== ========================= ========================== =========================
(1)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee  pursuant to Rule  457(c).  The price per share and  aggregate
offering price are based upon the closing price of Registrant's  Common Stock on
July 9, 1997 as reported on the Nasdaq National Market.
INCORPORATION BY REFERENCE OF CONTENTS OF
         REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-81680 and 333-02293

         The contents of Registration  Statements on Form S-8 Nos.  33-81680 and
333-02293,  respectively,  filed with the Securities and Exchange  Commission on
July 18,  1994 and  April 3,  1996,  respectively,  are  incorporated  herein by
reference.

                                    EXHIBITS

Exhibit
Number

5              Opinion of Counsel

23.1           Consent of KPMG Peat Marwick LLP

23.2           Consent of Counsel is contained in Exhibit 5 to this Registration
               Statement

24             Power of Attorney is contained on the signature page II-1
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 Town of Los Gatos,  State of  California,  on July 10,
1997.

                                       CAERE CORPORATION

                                       By:/s/ Blanche M. Sutter
                                       Blanche M. Sutter
                                       Executive 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 or her true and  lawful  attorney-in-fact  and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 or her 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 Officer and      July 10, 1997
         Robert G. Teresi                             Chairman of the Board of Directors
                                                      (Chief Executive Officer)

      /s/Blanche M. Sutter                            Executive Vice President, Chief             July 10, 1997
         Blanche M. Sutter                            Financial Officer and Secretary
                                                      (Principal Financial Officer)

      /s/James K. Dutton                              Director                                    July  10, 1997
         James K. Dutton

      /s/Robert J. Frankenberg                        Director                                    July 10, 1997
         Robert J. Frankenberg

      /s/Frederick W. Zuckerman                       Director                                    July 10, 1997
         Frederick W. Zuckerman
EXHIBIT INDEX

Exhibit
 Number           Description

 5                Opinion of Counsel

23.1              Consent of KPMG Peat Marwick LLP

23.2              Consent of Counsel is contained in Exhibit 5 to this 
                  Registration Statement

24                Power of Attorney is contained on the signature page II-1
EXHIBIT 5

July 10, 1997

Caere Corporation
100 Cooper Court
Los Gatos, California  95030

Ladies and Gentlemen:

I am General Counsel of Caere  Corporation (the "Company") and am rendering this
opinion with  respect to certain  matters in  connection  with the filing by the
Company of a Registration  Statement on Form S 8 (the "Registration  Statement")
with the Securities and Exchange Commission covering the offering and sale of up
to 500,000 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, I 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 in my judgment are necessary as a basis for this opinion.

On the basis of the foregoing, and in reliance thereon, I am 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  (except as to shares issued pursuant to certain  deferred payment
arrangements,  which will be fully  paid and  nonassessable  when such  deferred
payments are made in full).

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

Very truly yours,

By:   /s/Mark D. McLaughlin
         Mark D. McLaughlin
         General Counsel
EXHIBIT 23.1

                        Consent of Independent Auditors

The Board of Directors and Stockholders
Caere Corporation

We consent to incorporation herein by reference of our reports dated January 28,
1997,  relating to the  consolidated  balance  sheets of Caere  Corporation  and
subsidiaries  as of  December  31, 1996 and 1995,  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,  1996,  and the  related
schedule,  which repors appear, or are incorporated by reference in the December
31, 1996, annual report on Form 10-K of Caere Corporation.

/s/ KPMG Peat Marwick LLP

San Jose, California
July 10, 1997