As filed with the  Securities  and Exchange  Commission 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)


                       1997 Non-Officer 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 LLP
                              Five Palo Alto Square
                           Palo Alto, California 94306
                                 (415) 843-5000

                         CALCULATION OF REGISTRATION FEE

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

========================== ---------------------- ------------------------- -------------------------- 
=========================

                               Amount to be           Proposed Maximum          Proposed Maximum
 Title of Securities to         Registered           Offering Price Per     Aggregate Offering Price    Amount of 
Registration
      be Registered                                      Share (1)                     (1)                       Fee
========================== ====================== ========================= 
========================== =========================

Stock Options and Common
Stock (par value $.001)          250,000            $7.4375 - $7.87               $1,918.379.50             $581.33
                                        
========================== ====================== ========================= 
========================== =========================
</TABLE>

     (1)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee  pursuant to Rule  457(c) and (h)(1).  The price per share and
aggregate  offering price are based upon (i) $7.4375 - $7.87, the exercise price
of 150,600 outstanding options to purchase Common Stock pursuant to Registrant's
1997  Non-Officer  Stock  Option Plan and (ii)  $7.4375,  the  closing  price of
Registrant's  Common  Stock on July 9, 1997 as reported  on the Nasdaq  National
Market.

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Caere Corporation (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

         (a) The Company's  latest annual report on Form-10 K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial  statements for the Company's latest fiscal year
for which  such  statements  have been  filed,  or (2) the  Company's  effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation  Law, Caere has
broad powers to indemnify its directors and officers  against  liabilities  they
may incur in such capacities,  including  liabilities  under the Securities Act.
Caere's  Bylaws  provide  that the Company  will  indemnify  its  directors  and
executive  officers  and may  indemnify  other  officers to the  fullest  extent
permitted by law.  Under  Caere's  Bylaws,  indemnified  parties are entitled to
indemnification  for negligence,  gross  negligence and otherwise to the fullest
extent  permitted by law. The Bylaws also  require  Caere to advance  litigation
expenses incurred by its directors and executive officers in case of stockholder
derivative  actions or other  actions,  upon  receipt of an  undertaking  by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.

         In  addition,  Caere's  Certificate  of  Incorporation  provides  that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for  breach  of  the  directors'  fiduciary  duty  of  care  to  Caere  and  its
stockholders.  This  provision  in the  Certificate  of  Incorporation  does not
eliminate the duty of care, and in appropriate  circumstances equitable remedies
such as injunctive or other forms of non-monetary  relief will remain  available
under  Delaware  law. In addition,  each director will continue to be subject to
liability for breach of the  director's  duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional  misconduct or a knowing
violation  of law,  for any  transaction  from  which the  director  derived  an
improper  personal  benefit or for any willful or negligent  payment of unlawful
dividends or any unlawful stock  repurchases or redemptions.  The provision also
does not affect a director's  responsibilities  under any other law, such as the
federal securities laws or state or federal environmental laws.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive officers.  Such indemnity  agreements contain provisions
that are in some respects broader than the specific  indemnification  provisions
contained in Delaware law.

         Caere maintains a policy providing  directors' and officers'  liability
insurance,   which   insures   directors   and  officers  of  Caere  in  certain
circumstances,  with a  liability  limit  of  $7,000,000  per  claim  and in the
aggregate. This coverage is on a claims made basis.


<PAGE>


                                    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

99.1              1997 Non-Officer Stock Option Plan

99.2              Form of Nonstatutory Stock Option Agreement used in connection
                  with the 1997 Non-Officer Stock Option Plan


                                  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                  (a) 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;

                           (ii)     To  reflect  in the  prospectus  any facts
or events arising after the effective date of the 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 the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission  pursuant to Rule 424(b) (ss. 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate  offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

                           (iii)    To include any material  information  with 
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

         Provided,  however,  that paragraphs (a)(i) and (a)(ii) do 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 issuer  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         2. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities 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  Securities
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 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
                                                      (Principal Executive Officer)


      /s/Blanche M. Sutter                            Executive Vice President, Chief             July 10, 1997
         Blanche M. Sutter                            Financial Officer and Secretary
                                                      (Principal Financial and Accounting
                                                      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
99.1              1997 Non-Officer Stock Option Plan
99.2              Form of Nonstatutory Stock Option Agreement used in connection
                  with the 1997 Non-Officer Stock Option Plan



<PAGE>


                                    EXHIBIT 5




July 10, 1997


Caere Corporation
100 Cooper Court
Los Gatos, CA  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 250,000 shares of the Company's Common Stock, $.001 par value, (the "Shares")
pursuant to its 1997 Non-Officer Stock Option 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  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  reports  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


<PAGE>


                                  EXHIBIT 99.1

                                CAERE CORPORATION

                       1997 NON-OFFICER STOCK OPTION PLAN

                       Adopted by the Board on May 5, 1997


1.       PURPOSES.

         The  purpose  of the  Plan is to  provide  a means  by  which  selected
Employees of and Consultants to the Company, and its Affiliates, may be given an
opportunity  to  benefit  from  increases  in value of the stock of the  Company
through the granting of Nonstatutory Stock Options, as defined below.

         (a) The Company,  by means of the Plan, seeks to retain the services of
persons (other than  Directors and Employees  serving as Officers of the Company
or its Affiliates) who are now Employees of or Consultants to the Company or its
Affiliates,  to secure and retain the services of new Employees and Consultants,
and to provide  incentives  for such  persons to exert  maximum  efforts for the
success of the Company and its Affiliates.

         (b) The Company  intends that the options  issued under the Plan not be
incentive stock options as that term is used in Section 422 of the code.

2.       DEFINITIONS.

         (a) "Affiliate" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code.

         (b)      "Board" means the Board of Directors of the Company.

         (c)      "Code" means the Internal Revenue Code of 1986, as amended.

         (d)  "Committee"  means a Committee  appointed by the Board in  
accordance  with subsection 3(c) of the Plan.

         (e)      "Company" means Caere Corporation, a Delaware corporation.

         (f) "Consultant" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such  services,  provided  that the term  "Consultant"  shall not include  those
persons who render services as a Director.

         (g)  "Continuous  Status as an Employee or  Consultant"  means that the
service of an individual to the Company,  whether as an Employee or  Consultant,
is not  interrupted  or  terminated.  The  Board,  in its sole  discretion,  may
determine  whether  Continuous  Status as an  Employee  or  Consultant  shall be
considered  interrupted in the case of: (i) any leave of absence approved by the
Board,  including sick leave,  military  leave,  or any other personal leave; or
(ii)  transfers  between  locations  of the  Company  or  between  the  Company,
Affiliates or their successors.

         (h)      "Director" means a member of the Board.

         (i)      "Disability" means permanent and total disability as defined 
                  in Section 22(e)(3) of the Code.

         (j)  "Employee"  means  any  person  employed  by  the  Company  or any
Affiliate  of the  Company.  Neither  service  as a  Director  nor  payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

         (k)      "Exchange Act" means the Securities Exchange Act of 1934, as 
                  amended.

         (l)      "Fair Market Value" means, as of any date, the value of the 
                  common stock of the Company, determined as follows:

                  (i) If the  common  stock is listed on any  established  stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap  Market,
the Fair Market  Value of a share of common  stock  shall be the  closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such  exchange or market (or the exchange or market with the greatest  volume
of trading in the Company's  common stock) on the last market  trading day prior
to the day of  determination,  as reported  in The Wall  Street  Journal or such
other source as the Board deems reliable.

                  (ii) In the absence of such markets for the common stock,  the
Fair Market Value shall be determined in good faith by the Board.

         (m) "Nonstatutory Stock Option" means an Option not intended to qualify
as an  incentive  stock  option  pursuant  to  Section  422 of the  Code and the
regulations promulgated thereunder.

         (n)      "Officer"  means a person who is an officer of the Company 
within the meaning of Section 16 of the  Exchange  Act and the rules and 
regulations promulgated thereunder.

         (o)      "Option" means a stock option granted pursuant to the Plan.

         (p) "Option  Agreement" means a written  agreement  between the Company
and an Optionee  evidencing  the terms and  conditions of an  individual  Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (q)      "Optionee" means an Employee or Consultant who holds an 
outstanding Option.

         (r)      "Plan" means this 1997 Non-Officer Equity Incentive Plan.


3.       ADMINISTRATION.

         (a) The Plan shall be  administered  by the Board  unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

         (b)      The Board shall have the power, subject to, and within the 
limitations of, the express provisions of the Plan:

                  (i) To  determine  from  time to  time  which  of the  persons
eligible under the Plan shall be granted options; when and how each option shall
be granted; the provisions of each option granted (which need not be identical),
including  the time or times when a person shall be  permitted to receive  stock
pursuant to an option;  and the number of shares with respect to which an option
shall be granted to each such person.

                  (ii) To construe and  interpret  the Plan and options  granted
under it, and to  establish,  amend and  revoke  rules and  regulations  for its
administration.  The Board,  in the  exercise  of this  power,  may  correct any
defect,  omission or inconsistency in the Plan or in any Option Agreement,  in a
manner and to the extent it shall deem  necessary  or expedient to make the Plan
fully effective.

                  (iii) To amend the Plan or an option as provided in Section 
11.

                  (iv)  Generally,  to exercise  such powers and to perform such
acts as the Board deems  necessary or expedient to promote the best interests of
the Company which are not in conflict with the provisions of the Plan.

         (c) The Board may  delegate  administration  of the Plan to a committee
composed  of  one  or  more   members  of  the  Board  (the   "Committee").   If
administration  is  delegated  to a  Committee,  the  Committee  shall have,  in
connection with the administration of the Plan, the powers theretofore possessed
by the Board (and  references  in this Plan to the Board shall  thereafter be to
the Committee), subject, however, to such resolutions, not inconsistent with the
provisions  of the Plan,  as may be adopted from time to time by the Board.  The
Board  may  abolish  the  Committee  at any time and  revest  in the  Board  the
administration of the Plan.

4.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the  provisions  of Section 10  relating to  adjustments
upon changes in stock, the number of shares of stock that may be issued pursuant
to  options  shall not  exceed  in the  aggregate  two  hundred  fifty  thousand
(250,000)  shares of the  Company's  common  stock.  If any Option shall for any
reason expire or otherwise  terminate,  in whole or in part, without having been
exercised in full,  the stock not acquired under such Option shall revert to and
again become available for issuance under the Plan.

         (b)      The stock subject to the Plan may be unissued shares or 
reacquired shares, bought on the market or otherwise.

5.       ELIGIBILITY.

         Options may be granted only to Employees or Consultants who are not (i)
Officers,  (ii)  Directors,  or (iii) then subject to Section 16 of the Exchange
Act.

6.       OPTION PROVISIONS.

         Each  Option  shall be in such form and shall  contain  such  terms and
conditions  as the Board  shall deem  appropriate.  The  provisions  of separate
Options  need  not  be  identical,   but  each  Option  shall  include  (through
incorporation of provisions  hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

         (a)      Term.  No Option shall be exercisable after the expiration of 
ten (10) years from the date it was granted.

         (b) Price. The exercise price of each  Nonstatutory  Stock Option shall
be not less than eighty-five percent (85%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted.

         (c) Consideration.  The purchase price of stock acquired pursuant to an
Option  shall be paid,  to the  extent  permitted  by  applicable  statutes  and
regulations,  either (i) in cash at the time the Option is exercised, or (ii) at
the  discretion of the Board or the  Committee,  at the time of the grant of the
Option, (A) by delivery to the Company of other common stock of the Company, (B)
according  to a  deferred  payment  arrangement,  (which  may  include,  without
limiting the generality of the  foregoing,  the use of other common stock of the
Company)  with the person to whom the Option is granted or to whom the Option is
transferred  pursuant to  subsection  6(d),  except  that  payment of the common
stock's "par value" (as defined in the Delaware  General  Corporation Law) shall
not be made by deferred payment or other  arrangement,  or (C) in any other form
of legal consideration that may be acceptable to the Board.

         In the case of any  deferred  payment  arrangement,  interest  shall be
payable at least  annually  and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code,  of any amounts  other than  amounts  stated to be interest  under the
deferred payment arrangement.

         (d) Transferability. An Option shall not be transferable except by will
or by the laws of descent and distribution,  and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person, unless
otherwise  specified  in the Option  Agreement,  in which case the option may be
transferred  upon such  terms  and  conditions  as are set  forth in the  Option
Agreement,  as the  Board  or  Committee  shall  determine  in  its  discretion,
including (without  limitation)  pursuant to a "domestic relations order" within
the meaning of such rules,  regulations or  interpretations of the Exchange Act.
Notwithstanding the foregoing,  the person to whom the Option is granted may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who,  in the event of the death of the  Optionee,  shall
thereafter be entitled to exercise the Option.

         (e) Vesting.  The total number of shares of stock  subject to an Option
may,  but need not, be allotted in periodic  installments  (which may,  but need
not, be equal).  The Option  Agreement may provide that from time to time during
each of such installment  periods,  the Option may become  exercisable  ("vest")
with respect to some or all of the shares  allotted to that  period,  and may be
exercised  with  respect to some or all of the shares  allotted  to such  period
and/or any prior period as to which the Option  became  vested but was not fully
exercised.  The Option may be subject to such other terms and  conditions on the
time or times when it may be  exercised  (which may be based on  performance  or
other  criteria) as the Board may deem  appropriate.  The vesting  provisions of
individual  Options may vary. The provisions of this subsection 6(e) are subject
to any Option  provisions  governing the minimum number of shares as to which an
Option may be exercised.

         (f) Termination of Employment or Consulting Relationship.  In the event
an Optionee's  Continuous Status as an Employee or Consultant  terminates (other
than upon the Optionee's death or disability),  the Optionee may exercise his or
her Option (to the extent that the  Optionee  was  entitled to exercise it as of
the date of  termination)  but only  within  such  period of time  ending on the
earlier  of (i) the date  three (3)  months  following  the  termination  of the
Optionee's  Continuous  Status as an Employee or  Consultant  (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of the
term of the  Option as set  forth in the  Option  Agreement.  If, at the date of
termination,  the Optionee is not entitled to exercise his or her entire Option,
the shares  covered by the  unexercisable  portion of the Option shall revert to
the Plan.  If,  after  termination,  the  Optionee  does not exercise his or her
Option  within the time  specified  in the Option  Agreement,  the Option  shall
terminate,  and the shares  covered  by such  Option  shall  revert to and again
become available for issuance under the Plan.

         An Optionee's Option Agreement may also provide that if the exercise of
the Option following the termination of the Optionee's  Continuous  Status as an
Employee or  Consultant  (other than upon the  Optionee's  death or  disability)
would result in liability  under  Section  16(b) of the Exchange  Act,  then the
Option shall  terminate on the earlier of (i) the  expiration of the term of the
Option set forth in the Option Agreement, or (ii) the tenth (10th) day after the
last date on which such exercise  would result in such  liability  under Section
16(b) of the Exchange  Act.  Finally,  an Optionee's  Option  Agreement may also
provide  that if the exercise of the Option  following  the  termination  of the
Optionee's  Continuous  Status as an Employee or Consultant (other than upon the
Optionee's  death or disability)  would be prohibited at any time solely because
the issuance of shares would  violate the  registration  requirements  under the
Act, then the Option shall terminate on the earlier of (i) the expiration of the
term of the Option set forth in the first paragraph of this subsection  6(f), or
(ii) the expiration of a period of three (3) months after the termination of the
Optionee's  Continuous  Status as an Employee  or  Consultant  during  which the
exercise  of  the  Option  would  not  be  in  violation  of  such  registration
requirements.

         (g)  Disability  of  Optionee.  In the event an  Optionee's  Continuous
Status as an Employee or  Consultant  terminates  as a result of the  Optionee's
Disability,  the Optionee may exercise his or her Option (to the extent that the
Optionee  was entitled to exercise it as of the date of  termination),  but only
within such  period of time ending on the earlier of (i) one (1) year  following
such  termination  (or such  longer or shorter  period  specified  in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement.  If, at the date of termination,  the Optionee is not entitled
to exercise his or her entire Option,  the shares  covered by the  unexercisable
portion of the Option shall revert to and again  become  available  for issuance
under the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified  herein,  the Option shall  terminate,  and the
shares  covered by such Option shall revert to and again  become  available  for
issuance under the Plan.

         (h) Death of Optionee. In the event of the death of an Optionee during,
or within a period  specified in the Option  Agreement after the termination of,
the Optionee's Continuous Status as an Employee or Consultant, the Option may be
exercised  (to the extent the Optionee was entitled to exercise the Option as of
the date of death) by the Optionee's  estate, by a person who acquired the right
to  exercise  the Option by bequest or  inheritance,  but only within the period
ending on the earlier of (i) the date eighteen (18) months following the date of
death (or such longer or shorter period specified in the Option  Agreement),  or
(ii)  the  expiration  of the term of such  Option  as set  forth in the  Option
Agreement.  If, at the time of death,  the Optionee was not entitled to exercise
his or her entire Option, the shares covered by the unexercisable portion of the
Option shall revert to and again become  available for issuance  under the Plan.
If, after death, the Option is not exercised  within the time specified  herein,
the Option shall  terminate,  and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.

         (i) Early Exercise.  The Option may, but need not,  include a provision
whereby the  Optionee may elect at any time while an Employee or  Consultant  to
exercise  the Option as to any part or all of the  shares  subject to the Option
prior to the full vesting of the Option. Any unvested shares so purchased may be
subject  to a  repurchase  right  in  favor  of  the  Company  or to  any  other
restriction the Board determines to be appropriate.

7.       COVENANTS OF THE COMPANY.

         (a) During the terms of the options,  the Company shall keep  available
at all times the number of shares of stock required to satisfy such options.

         (b) The Company shall seek to obtain from each regulatory commission or
agency having  jurisdiction  over the Plan such  authority as may be required to
issue and sell shares of stock upon exercise of the Option;  provided,  however,
that this  undertaking  shall not  require  the  Company to  register  under the
Securities Act of 1933, as amended (the  "Securities  Act") either the Plan, any
Option or any stock issued or issuable  pursuant to any such  Option.  If, after
reasonable  efforts,  the Company is unable to obtain  from any such  regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful  issuance and sale of stock under the Plan,  the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options unless and until such authority is obtained.

8.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock  pursuant to options  shall  constitute
general funds of the Company.

9.       MISCELLANEOUS.

         (a) The Board shall have the power to  accelerate  the time at which an
option may first be  exercised  or the time  during  which an option or any part
thereof will vest pursuant to subsection 6(e), notwithstanding the provisions in
the  Option  stating  the time at which it may  first be  exercised  or the time
during which it will vest.

         (b) Neither an Employee or Consultant, nor any person to whom an option
is transferred  under subsection 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with  respect to, any shares  subject to such
Option unless and until such person has satisfied all  requirements for exercise
of the Option pursuant to its terms.

         (c) Nothing in the Plan or any  instrument  executed or Option  granted
pursuant  thereto shall confer upon any Employee,  Consultant or other holder of
options any right to continue in the employ of the Company or any  Affiliate (or
to continue  acting as a Consultant) or shall affect the right of the Company or
any Affiliate to terminate the employment of any Employee with or without cause,
or to terminate the  relationship of any Consultant in accordance with the terms
of that  Consultant's  agreement  with the  Company or  Affiliate  to which such
Consultant is providing services.

         (d)  Securities Law  Compliance.  The Company may require any person to
whom an  option is  granted,  or any  person  to whom an  option is  transferred
pursuant to subsection  6(d),  as a condition of  exercising or acquiring  stock
under any Option, (1) to give written assurances  satisfactory to the Company as
to such  person's  knowledge and  experience  in financial and business  matters
and/or to  employ a  purchaser  representative  reasonably  satisfactory  to the
Company who is knowledgeable  and experienced in financial and business matters,
and  that he or she is  capable  of  evaluating,  alone  or  together  with  the
purchaser representative, the merits and risks of exercising the Option; and (2)
to give written assurances  satisfactory to the Company stating that such person
is acquiring  the stock  subject to the Option for such person's own account and
not with any present  intention of selling or otherwise  distributing the stock.
The  foregoing   requirements,   and  any  assurances  given  pursuant  to  such
requirements,  shall be  inoperative  if (i) the issuance of the shares upon the
exercise or  acquisition of stock under the Option has been  registered  under a
then currently  effective  registration  statement  under the Securities Act, or
(ii) as to any particular  requirement,  a determination  is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then  applicable  securities  laws.  The  Company  may require the holder of the
Option to provide such other representations,  written assurances or information
which the Company shall  determine is  necessary,  desirable or  appropriate  to
comply with  applicable  securities and other laws as a condition of granting an
option to such person or  permitting  the holder of the Option to  exercise  the
Option. The Company may, upon advice of counsel to the Company, place legends on
stock  certificates  issued  under the Plan as such counsel  deems  necessary or
appropriate in order to comply with applicable securities laws,  including,  but
not limited to, legends restricting the transfer of the stock.

         (e)  Withholding.  To the  extent  provided  by the  terms of an option
Agreement,  the person to whom an option is granted  may  satisfy  any  federal,
state  or  local  tax  withholding   obligation  relating  to  the  exercise  or
acquisition  of stock  under an  option  by any of the  following  means or by a
combination of such means:  (1) tendering a cash payment;  (2)  authorizing  the
Company  to  withhold  shares  from the  shares of the  common  stock  otherwise
issuable to the  participant as a result of the exercise or acquisition of stock
under the Option; or (3) delivering to the Company owned and unencumbered shares
of the common stock of the Company.

10.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock  subject to the Plan, or subject
to any  Option,  without the receipt of  consideration  by the Company  (through
merger, consolidation, reorganization, recapitalization,  reincorporation, stock
dividend,  dividend  in  property  other than  cash,  stock  split,  liquidating
dividend,  combination  of  shares,  exchange  of  shares,  change in  corporate
structure or other transaction not involving the receipt of consideration by the
Company),  the Plan will be  appropriately  adjusted  in the  class(es)  and the
maximum  number of shares  subject to the Plan pursuant to subsection  4(a), and
the  outstanding  options will be  appropriately  adjusted in the  class(es) and
number of  shares  and price  per  share of stock  subject  to such  outstanding
options.  Such  adjustments  shall be made by the  Board or the  Committee,  the
determination of which shall be final,  binding and conclusive.  (The conversion
of any  convertible  securities  of  the  Company  shall  not  be  treated  as a
"transaction not involving the receipt of consideration by the Company.")


     (b) In the event of a Change in Control,  (1) any  surviving  or  acquiring
corporation shall assume Options  outstanding under the Plan or shall substitute
similar  Options for those  outstanding  under the Plan, or (2) in the event any
surviving  or  acquiring  corporation  refuses  to  assume  such  Options  or to
substitute  similar  Options  for those  outstanding  under  the Plan,  (i) with
respect to Options  held by persons  then  performing  services as  Employees or
Consultants,  the vesting of such Options and the time during which such Options
may be  exercised  shall be  accelerated  prior to such  event  and the  Options
terminated  if not  exercised  after such  acceleration  and at or prior to such
event,  and (ii) with respect to any other Options  outstanding  under the Plan,
such Options shall be terminated if not exercised prior to such event.

         (c) For  purposes  of this  Plan,  "Change  in  Control"  means:  (1) a
dissolution,  liquidation,  or sale of all or substantially all of the assets of
the  Company,  (2) a merger or  consolidation  in which the  Company  is not the
surviving  corporation,  (3) a  reverse  merger  in  which  the  Company  is the
surviving  corporation but Shares outstanding  immediately  preceding the merger
are converted by virtue of the merger into other  property,  whether in the form
of securities,  cash or otherwise,  or (4) the acquisition by any person, entity
or group within the meaning of Section  13(d) or 14(d) of the  Exchange  Act, or
any comparable  successor  provisions  (excluding any employee  benefit plan, or
related  trust,  sponsored or  maintained by the Company or any Affiliate of the
Company)  of  the  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable  successor rule) of securities
of the Company  representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors.

11.      AMENDMENT OF THE PLAN AND OPTIONS.

         (a)   The Board at any time, and from time to time, may amend the Plan.

         (b)   The Board, in its sole discretion, may submit the Plan and/or any
amendment to the Plan for stockholder approval.

         (c) It is expressly  contemplated  that the Board may amend the Plan in
any respect the Board deems  necessary or advisable  to provide  those  eligible
with the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder.

         (d) Rights and obligations under any Option granted before amendment of
the Plan  shall not be  impaired  by any  amendment  of the Plan  unless (i) the
Company  requests  the  consent of the person to whom the Option was granted and
(ii) such person consents in writing.

         (e) The Board at any time,  and from time to time,  may amend the terms
of any one or more Option;  provided,  however,  that the rights and obligations
under any Option  shall not be  impaired  by any such  amendment  unless (i) the
Company  requests  the  consent of the person to whom the Option was granted and
(ii) such person consents in writing.

12.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board may  suspend or  terminate  the Plan at any time.  Unless
sooner  terminated,  the Plan  shall  terminate  at the  time all of the  shares
reserved for issuance under the Plan have been issued. No options may be granted
under the Plan while the Plan is suspended or after it is terminated.

         (b) Rights and  obligations  under any Option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the person to whom the Option was granted.

13.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective on May 5, 1997.
<PAGE>


                                  EXHIBIT 99.2

                            NONSTATUTORY STOCK OPTION


______________________________, Optionee:

         Caere  Corporation  (the  "Company"),  pursuant to its 1997 Non-Officer
Stock Option Plan (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company  ("Common  Stock").
This option is NOT intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

         The grant  hereunder is in connection  with and in  furtherance  of the
Company's compensatory benefit plan for participation of the Company's employees
(including  officers),  directors or  consultants.  Defined terms not explicitly
defined  in  this  agreement  but  defined  in the  Plan  shall  have  the  same
definitions as in the Plan.

         The details of your option are as follows:

         1. TOTAL NUMBER OF SHARES  SUBJECT TO THIS OPTION.  The total 
number of shares of Common Stock subject to this option is ____________________
(______).

         2. VESTING.  Subject to the limitations  contained herein,  twenty-five
percent (25%) of the shares will vest (become  exercisable) on each  anniversary
of the date of grant,  beginning  on  ____________,  19__ , until either (i) you
cease to provide  services to the  Company  for any reason,  or (ii) this option
becomes fully vested.

         3. EXERCISE PRICE AND METHOD OF PAYMENT.

                  (a)  Exercise  Price.  The  exercise  price of this  option is
_________________  ($____) per share,  being not less than  eighty-five  percent
(85%) of the fair market  value of the Common Stock on the date of grant of this
option.

                  (b) Method of Payment. Payment of the exercise price per share
is due in full upon  exercise of all or any part of each  installment  which has
accrued to you. You may elect,  to the extent  permitted by applicable  statutes
and  regulations,  to  make  payment  of the  exercise  price  under  one of the
following alternatives:

                           (i)      Payment of the exercise price per share in 
cash (including check) at the time of exercise;

                           (ii)     Payment  pursuant  to a program  developed  
under  Regulation T as promulgated by the Federal Reserve Board which,  prior to
the issuance of Common  Stock,  results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable  instructions  to pay the aggregate
exercise price to the Company from the sales proceeds;

                           (iii)    Provided that at the time of exercise the 
Company's  Common  Stock is  publicly  traded and quoted  regularly  in the Wall
Street  Journal,  payment by delivery of  already-owned  shares of Common Stock,
held  for the  period  required  to  avoid a charge  to the  Company's  reported
earnings,  and  owned  free and  clear of any  liens,  claims,  encumbrances  or
security interests,  which Common Stock shall be valued at its fair market value
on the date of exercise; or

                           (iv)     Payment by a combination of the methods of
payment  permitted by  subparagraph  3(b)(i)  through 3(b)(iii) above.

         4. WHOLE SHARES.  This option may only be exercised for whole shares.

         5. SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary
contained  herein,  this option may not be exercised  unless the shares issuable
upon exercise of this option are then registered under the Securities Act or, if
such shares are not then so  registered,  the Company has  determined  that such
exercise and issuance would be exempt from the registration  requirements of the
Securities Act.

         6. TERM. The term of this option commences on  ____________,  19__, the
date of grant, and expires on  _________________  (the "Expiration Date"), which
date  shall be no more than ten (10)  years  from date this  option is  granted,
unless this option expires sooner as set forth below or in the Plan. In no event
may this option be exercised on or after the Expiration  Date. This option shall
terminate  prior to the Expiration  Date as follows:  three (3) months after the
termination  of your  Continuous  Status as an Employee or  Consultant  with the
Company or an Affiliate of the Company unless one of the following circumstances
exists:

                  (a) Your  termination  of Continuous  Status as an Employee or
Consultant  is due to your  disability.  This  option  will  then  expire on the
earlier of the Expiration  Date set forth above or twelve (12) months  following
such termination of Continuous Status as an Employee or Consultant.

                  (b) Your  termination  of Continuous  Status as an Employee or
Consultant  is due to your death or your death  occurs  within  three (3) months
following your termination of Continuous Status as an Employee or Consultant for
any other reason.  This option will then expire on the earlier of the Expiration
Date set forth above or eighteen (18) months after your death.

                  (c) If during any part of such three (3)-month  period you may
not exercise your option solely  because of the condition set forth in paragraph
5 above,  then your option will not expire  until the earlier of the  Expiration
Date set forth above or until this  option  shall have been  exercisable  for an
aggregate period of three (3) months after your termination of Continuous Status
as an Employee or Consultant.

                  (d) If your  exercise  of the option  within  three (3) months
after  termination of your  Continuous  Status as an Employee or Consultant with
the Company or with an Affiliate of the Company would result in liability  under
Section  16(b) of the  Securities  Exchange  Act of 1934,  then your option will
expire on the earlier of (i) the Expiration Date set forth above, (ii) the tenth
(10th)  day  after  the last  date  upon  which  exercise  would  result in such
liability  or (iii) six (6) months and ten (10) days  after the  termination  of
your  Continuous  Status as an  Employee  or  Consultant  with the Company or an
Affiliate of the Company.

         However,   this  option  may  be  exercised  following  termination  of
Continuous  Status as an Employee or Consultant only as to that number of shares
as to  which it was  exercisable  as of the date of  termination  of  Continuous
Status as an Employee or Consultant  under the provisions of paragraph 2 of this
option.

         7.       EXERCISE.

                  (a) This  option may be  exercised,  to the  extent  specified
above,  by delivering a notice of exercise (in a form designated by the Company)
together  with the exercise  price to the  Secretary of the Company,  or to such
other  person as the Company  may  designate,  during  regular  business  hours,
together with such additional documents as the Company may then require pursuant
to subsection 9(d) of the Plan.

                  (b)  By   exercising   this  option  you  agree  that,   as  a
precondition  to the completion of any exercise,  the Company may require you to
enter an arrangement  providing for the payment by you to the Company of any tax
withholding  obligation of the Company  arising by reason of (1) the exercise of
this option;  (2) the lapse of any  substantial  risk of forfeiture to which the
shares are subject at the time of  exercise;  or (3) the  disposition  of shares
acquired upon such exercise. You also agree that the exercise of this option has
not been  completed  and that the  Company is under no  obligation  to issue any
shares of Common Stock to you until such an  arrangement  is  established or the
Company's  tax  withholding  obligations  are  satisfied,  as  determined by the
Company.

         8. TRANSFERABILITY.  This option is not transferable, except by will or
by the laws of descent and  distribution,  and is  exercisable  during your life
only by you.  Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company,  you may designate a third party
who, in the event of your death,  shall  thereafter be entitled to exercise this
option.

         9.  OPTION NOT A SERVICE  CONTRACT.  This  option is not an  employment
contract  and  nothing  in this  option  shall be  deemed  to  create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue  your  employment  with the Company.  In addition,
nothing in this  option  shall  obligate  the  Company or any  Affiliate  of the
Company,  or their  respective  shareholders,  Board of  Directors,  officers or
employees  to continue  any  relationship  which you might have as a Director or
Consultant for the Company or Affiliate of the Company.

         10. NOTICES.  Any notices provided for in this option or the Plan shall
be given in writing and shall be deemed  effectively  given upon  receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United  States  mail,  postage  prepaid,  addressed to you at the address
specified  below or at such other address as you hereafter  designate by written
notice to the Company.

         11.  GOVERNING  PLAN  DOCUMENT.  This  option  is  subject  to all  the
provisions  of the Plan, a copy of which is attached  hereto and its  provisions
(including defined terms not defined in this option agreement) are hereby made a
part of this option, including without limitation the provisions of Section 6 of
the  Plan  relating  to  option  provisions,  and  is  further  subject  to  all
interpretations,  amendments,  rules and regulations which may from time to time
be  promulgated  and adopted  pursuant to the Plan. In the event of any conflict
between the  provisions of this option and those of the Plan,  the provisions of
the Plan shall control.

         Dated the ____ day of __________________, 19__.


                                            Very truly yours,
                                            CAERE CORPORATION



                                            By:
                            Duly authorized on behalf
                            of the Board of Directors

ATTACHMENTS:

         1997 Non-Officer Stock Option Plan
         Notice of Exercise


<PAGE>


The undersigned:

         (a)  Acknowledges  receipt of the foregoing  option and the attachments
referenced  therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

         (b) Acknowledges  that as of the date of grant of this option,  it sets
forth the entire understanding  between the undersigned optionee and the Company
and its  Affiliates  regarding  the  acquisition  of  stock in the  Company  and
supersedes  all prior  oral and  written  agreements  on that  subject  with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:


         NONE   ____________________________
                           (Initial)

         OTHER  ____________________________
                ____________________________
                ____________________________





                                     ____________________________________
                                     OPTIONEE

                                     Address:  __________________________
                                               __________________________


<PAGE>


                               NOTICE OF EXERCISE

Caere Corporation
100 Cooper Court
Los Gatos, CA 95030

                                          Date of Exercise:  __________________

Ladies and Gentlemen:

         This constitutes  notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

         Type of option:                  Nonstatutory

         Stock option dated:              _______________________

         Number of shares as to which
         option is exercised:             _______________________

         Certificates to be
         issued in name of:               _______________________

         Total exercise price:           $_______________________

         Cash payment delivered
         herewith:                       $_______________________

         Value of ______ shares of
         common stock delivered 
         herewith:1                      $_______________________

         By this exercise,  I agree (i) to provide such additional  documents as
you may require  pursuant to the terms of the Company's 1997  Non-Officer  Stock
Option  Plan and (ii) to  provide  for the  payment  by me to you (in the manner
designated  by you) of your  withholding  obligation,  if any,  relating  to the
exercise of this option.

                                   Very truly yours,

                                   _______________________________




--------
     1 Shares must meet the public trading requirements set forth in the option.
Shares  must be  valued  in  accordance  with  the  terms  of the  option  being
exercised,  must have been owned for the minimum period required in the option,
and must be owned free and clear of any liens, claims,  encumbrances or security
interests.   Certificates  must  be  endorsed  or  accompanied  by  an  executed
assignment separate from certificate.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 60675}]
{"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": "333-31019", "film-number": "97638889"}, "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 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)

                       1997 Non-Officer 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 LLP
                              Five Palo Alto Square
                           Palo Alto, California 94306
                                 (415) 843-5000

                         CALCULATION OF REGISTRATION FEE
========================== ---------------------- ------------------------- -------------------------- 
=========================

                               Amount to be           Proposed Maximum          Proposed Maximum
 Title of Securities to         Registered           Offering Price Per     Aggregate Offering Price    Amount of 
Registration
      be Registered                                      Share (1)                     (1)                       Fee
========================== ====================== ========================= 
========================== =========================

Stock Options and Common
Stock (par value $.001)          250,000            $7.4375 - $7.87               $1,918.379.50             $581.33
                                        
========================== ====================== ========================= 
========================== =========================
(1)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee  pursuant to Rule  457(c) and (h)(1).  The price per share and
aggregate  offering price are based upon (i) $7.4375 - $7.87, the exercise price
of 150,600 outstanding options to purchase Common Stock pursuant to Registrant's
1997  Non-Officer  Stock  Option Plan and (ii)  $7.4375,  the  closing  price of
Registrant's  Common  Stock on July 9, 1997 as reported  on the Nasdaq  National
Market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Caere Corporation (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

         (a) The Company's  latest annual report on Form-10 K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial  statements for the Company's latest fiscal year
for which  such  statements  have been  filed,  or (2) the  Company's  effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation  Law, Caere has
broad powers to indemnify its directors and officers  against  liabilities  they
may incur in such capacities,  including  liabilities  under the Securities Act.
Caere's  Bylaws  provide  that the Company  will  indemnify  its  directors  and
executive  officers  and may  indemnify  other  officers to the  fullest  extent
permitted by law.  Under  Caere's  Bylaws,  indemnified  parties are entitled to
indemnification  for negligence,  gross  negligence and otherwise to the fullest
extent  permitted by law. The Bylaws also  require  Caere to advance  litigation
expenses incurred by its directors and executive officers in case of stockholder
derivative  actions or other  actions,  upon  receipt of an  undertaking  by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.

         In  addition,  Caere's  Certificate  of  Incorporation  provides  that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for  breach  of  the  directors'  fiduciary  duty  of  care  to  Caere  and  its
stockholders.  This  provision  in the  Certificate  of  Incorporation  does not
eliminate the duty of care, and in appropriate  circumstances equitable remedies
such as injunctive or other forms of non-monetary  relief will remain  available
under  Delaware  law. In addition,  each director will continue to be subject to
liability for breach of the  director's  duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional  misconduct or a knowing
violation  of law,  for any  transaction  from  which the  director  derived  an
improper  personal  benefit or for any willful or negligent  payment of unlawful
dividends or any unlawful stock  repurchases or redemptions.  The provision also
does not affect a director's  responsibilities  under any other law, such as the
federal securities laws or state or federal environmental laws.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive officers.  Such indemnity  agreements contain provisions
that are in some respects broader than the specific  indemnification  provisions
contained in Delaware law.

         Caere maintains a policy providing  directors' and officers'  liability
insurance,   which   insures   directors   and  officers  of  Caere  in  certain
circumstances,  with a  liability  limit  of  $7,000,000  per  claim  and in the
aggregate. This coverage is on a claims made basis.
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

99.1              1997 Non-Officer Stock Option Plan

99.2              Form of Nonstatutory Stock Option Agreement used in connection
                  with the 1997 Non-Officer Stock Option Plan

                                  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                  (a) 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;

                           (ii)     To  reflect  in the  prospectus  any facts
or events arising after the effective date of the 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 the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission  pursuant to Rule 424(b) (ss. 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate  offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

                           (iii)    To include any material  information  with 
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

         Provided,  however,  that paragraphs (a)(i) and (a)(ii) do 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 issuer  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         2. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities 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  Securities
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 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
                                                      (Principal Executive Officer)

      /s/Blanche M. Sutter                            Executive Vice President, Chief             July 10, 1997
         Blanche M. Sutter                            Financial Officer and Secretary
                                                      (Principal Financial and Accounting
                                                      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
99.1              1997 Non-Officer Stock Option Plan
99.2              Form of Nonstatutory Stock Option Agreement used in connection
                  with the 1997 Non-Officer Stock Option Plan
EXHIBIT 5

July 10, 1997

Caere Corporation
100 Cooper Court
Los Gatos, CA  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 250,000 shares of the Company's Common Stock, $.001 par value, (the "Shares")
pursuant to its 1997 Non-Officer Stock Option 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  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  reports  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
EXHIBIT 99.1

                                CAERE CORPORATION

                       1997 NON-OFFICER STOCK OPTION PLAN

                       Adopted by the Board on May 5, 1997

1.       PURPOSES.

         The  purpose  of the  Plan is to  provide  a means  by  which  selected
Employees of and Consultants to the Company, and its Affiliates, may be given an
opportunity  to  benefit  from  increases  in value of the stock of the  Company
through the granting of Nonstatutory Stock Options, as defined below.

         (a) The Company,  by means of the Plan, seeks to retain the services of
persons (other than  Directors and Employees  serving as Officers of the Company
or its Affiliates) who are now Employees of or Consultants to the Company or its
Affiliates,  to secure and retain the services of new Employees and Consultants,
and to provide  incentives  for such  persons to exert  maximum  efforts for the
success of the Company and its Affiliates.

         (b) The Company  intends that the options  issued under the Plan not be
incentive stock options as that term is used in Section 422 of the code.

2.       DEFINITIONS.

         (a) "Affiliate" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code.

         (b)      "Board" means the Board of Directors of the Company.

         (c)      "Code" means the Internal Revenue Code of 1986, as amended.

         (d)  "Committee"  means a Committee  appointed by the Board in  
accordance  with subsection 3(c) of the Plan.

         (e)      "Company" means Caere Corporation, a Delaware corporation.

         (f) "Consultant" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such  services,  provided  that the term  "Consultant"  shall not include  those
persons who render services as a Director.

         (g)  "Continuous  Status as an Employee or  Consultant"  means that the
service of an individual to the Company,  whether as an Employee or  Consultant,
is not  interrupted  or  terminated.  The  Board,  in its sole  discretion,  may
determine  whether  Continuous  Status as an  Employee  or  Consultant  shall be
considered  interrupted in the case of: (i) any leave of absence approved by the
Board,  including sick leave,  military  leave,  or any other personal leave; or
(ii)  transfers  between  locations  of the  Company  or  between  the  Company,
Affiliates or their successors.

         (h)      "Director" means a member of the Board.

         (i)      "Disability" means permanent and total disability as defined 
                  in Section 22(e)(3) of the Code.

         (j)  "Employee"  means  any  person  employed  by  the  Company  or any
Affiliate  of the  Company.  Neither  service  as a  Director  nor  payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

         (k)      "Exchange Act" means the Securities Exchange Act of 1934, as 
                  amended.

         (l)      "Fair Market Value" means, as of any date, the value of the 
                  common stock of the Company, determined as follows:

                  (i) If the  common  stock is listed on any  established  stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap  Market,
the Fair Market  Value of a share of common  stock  shall be the  closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such  exchange or market (or the exchange or market with the greatest  volume
of trading in the Company's  common stock) on the last market  trading day prior
to the day of  determination,  as reported  in The Wall  Street  Journal or such
other source as the Board deems reliable.

                  (ii) In the absence of such markets for the common stock,  the
Fair Market Value shall be determined in good faith by the Board.

         (m) "Nonstatutory Stock Option" means an Option not intended to qualify
as an  incentive  stock  option  pursuant  to  Section  422 of the  Code and the
regulations promulgated thereunder.

         (n)      "Officer"  means a person who is an officer of the Company 
within the meaning of Section 16 of the  Exchange  Act and the rules and 
regulations promulgated thereunder.

         (o)      "Option" means a stock option granted pursuant to the Plan.

         (p) "Option  Agreement" means a written  agreement  between the Company
and an Optionee  evidencing  the terms and  conditions of an  individual  Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (q)      "Optionee" means an Employee or Consultant who holds an 
outstanding Option.

         (r)      "Plan" means this 1997 Non-Officer Equity Incentive Plan.

3.       ADMINISTRATION.

         (a) The Plan shall be  administered  by the Board  unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

         (b)      The Board shall have the power, subject to, and within the 
limitations of, the express provisions of the Plan:

                  (i) To  determine  from  time to  time  which  of the  persons
eligible under the Plan shall be granted options; when and how each option shall
be granted; the provisions of each option granted (which need not be identical),
including  the time or times when a person shall be  permitted to receive  stock
pursuant to an option;  and the number of shares with respect to which an option
shall be granted to each such person.

                  (ii) To construe and  interpret  the Plan and options  granted
under it, and to  establish,  amend and  revoke  rules and  regulations  for its
administration.  The Board,  in the  exercise  of this  power,  may  correct any
defect,  omission or inconsistency in the Plan or in any Option Agreement,  in a
manner and to the extent it shall deem  necessary  or expedient to make the Plan
fully effective.

                  (iii) To amend the Plan or an option as provided in Section 
11.

                  (iv)  Generally,  to exercise  such powers and to perform such
acts as the Board deems  necessary or expedient to promote the best interests of
the Company which are not in conflict with the provisions of the Plan.

         (c) The Board may  delegate  administration  of the Plan to a committee
composed  of  one  or  more   members  of  the  Board  (the   "Committee").   If
administration  is  delegated  to a  Committee,  the  Committee  shall have,  in
connection with the administration of the Plan, the powers theretofore possessed
by the Board (and  references  in this Plan to the Board shall  thereafter be to
the Committee), subject, however, to such resolutions, not inconsistent with the
provisions  of the Plan,  as may be adopted from time to time by the Board.  The
Board  may  abolish  the  Committee  at any time and  revest  in the  Board  the
administration of the Plan.

4.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the  provisions  of Section 10  relating to  adjustments
upon changes in stock, the number of shares of stock that may be issued pursuant
to  options  shall not  exceed  in the  aggregate  two  hundred  fifty  thousand
(250,000)  shares of the  Company's  common  stock.  If any Option shall for any
reason expire or otherwise  terminate,  in whole or in part, without having been
exercised in full,  the stock not acquired under such Option shall revert to and
again become available for issuance under the Plan.

         (b)      The stock subject to the Plan may be unissued shares or 
reacquired shares, bought on the market or otherwise.

5.       ELIGIBILITY.

         Options may be granted only to Employees or Consultants who are not (i)
Officers,  (ii)  Directors,  or (iii) then subject to Section 16 of the Exchange
Act.

6.       OPTION PROVISIONS.

         Each  Option  shall be in such form and shall  contain  such  terms and
conditions  as the Board  shall deem  appropriate.  The  provisions  of separate
Options  need  not  be  identical,   but  each  Option  shall  include  (through
incorporation of provisions  hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

         (a)      Term.  No Option shall be exercisable after the expiration of 
ten (10) years from the date it was granted.

         (b) Price. The exercise price of each  Nonstatutory  Stock Option shall
be not less than eighty-five percent (85%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted.

         (c) Consideration.  The purchase price of stock acquired pursuant to an
Option  shall be paid,  to the  extent  permitted  by  applicable  statutes  and
regulations,  either (i) in cash at the time the Option is exercised, or (ii) at
the  discretion of the Board or the  Committee,  at the time of the grant of the
Option, (A) by delivery to the Company of other common stock of the Company, (B)
according  to a  deferred  payment  arrangement,  (which  may  include,  without
limiting the generality of the  foregoing,  the use of other common stock of the
Company)  with the person to whom the Option is granted or to whom the Option is
transferred  pursuant to  subsection  6(d),  except  that  payment of the common
stock's "par value" (as defined in the Delaware  General  Corporation Law) shall
not be made by deferred payment or other  arrangement,  or (C) in any other form
of legal consideration that may be acceptable to the Board.

         In the case of any  deferred  payment  arrangement,  interest  shall be
payable at least  annually  and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code,  of any amounts  other than  amounts  stated to be interest  under the
deferred payment arrangement.

         (d) Transferability. An Option shall not be transferable except by will
or by the laws of descent and distribution,  and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person, unless
otherwise  specified  in the Option  Agreement,  in which case the option may be
transferred  upon such  terms  and  conditions  as are set  forth in the  Option
Agreement,  as the  Board  or  Committee  shall  determine  in  its  discretion,
including (without  limitation)  pursuant to a "domestic relations order" within
the meaning of such rules,  regulations or  interpretations of the Exchange Act.
Notwithstanding the foregoing,  the person to whom the Option is granted may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who,  in the event of the death of the  Optionee,  shall
thereafter be entitled to exercise the Option.

         (e) Vesting.  The total number of shares of stock  subject to an Option
may,  but need not, be allotted in periodic  installments  (which may,  but need
not, be equal).  The Option  Agreement may provide that from time to time during
each of such installment  periods,  the Option may become  exercisable  ("vest")
with respect to some or all of the shares  allotted to that  period,  and may be
exercised  with  respect to some or all of the shares  allotted  to such  period
and/or any prior period as to which the Option  became  vested but was not fully
exercised.  The Option may be subject to such other terms and  conditions on the
time or times when it may be  exercised  (which may be based on  performance  or
other  criteria) as the Board may deem  appropriate.  The vesting  provisions of
individual  Options may vary. The provisions of this subsection 6(e) are subject
to any Option  provisions  governing the minimum number of shares as to which an
Option may be exercised.

         (f) Termination of Employment or Consulting Relationship.  In the event
an Optionee's  Continuous Status as an Employee or Consultant  terminates (other
than upon the Optionee's death or disability),  the Optionee may exercise his or
her Option (to the extent that the  Optionee  was  entitled to exercise it as of
the date of  termination)  but only  within  such  period of time  ending on the
earlier  of (i) the date  three (3)  months  following  the  termination  of the
Optionee's  Continuous  Status as an Employee or  Consultant  (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of the
term of the  Option as set  forth in the  Option  Agreement.  If, at the date of
termination,  the Optionee is not entitled to exercise his or her entire Option,
the shares  covered by the  unexercisable  portion of the Option shall revert to
the Plan.  If,  after  termination,  the  Optionee  does not exercise his or her
Option  within the time  specified  in the Option  Agreement,  the Option  shall
terminate,  and the shares  covered  by such  Option  shall  revert to and again
become available for issuance under the Plan.

         An Optionee's Option Agreement may also provide that if the exercise of
the Option following the termination of the Optionee's  Continuous  Status as an
Employee or  Consultant  (other than upon the  Optionee's  death or  disability)
would result in liability  under  Section  16(b) of the Exchange  Act,  then the
Option shall  terminate on the earlier of (i) the  expiration of the term of the
Option set forth in the Option Agreement, or (ii) the tenth (10th) day after the
last date on which such exercise  would result in such  liability  under Section
16(b) of the Exchange  Act.  Finally,  an Optionee's  Option  Agreement may also
provide  that if the exercise of the Option  following  the  termination  of the
Optionee's  Continuous  Status as an Employee or Consultant (other than upon the
Optionee's  death or disability)  would be prohibited at any time solely because
the issuance of shares would  violate the  registration  requirements  under the
Act, then the Option shall terminate on the earlier of (i) the expiration of the
term of the Option set forth in the first paragraph of this subsection  6(f), or
(ii) the expiration of a period of three (3) months after the termination of the
Optionee's  Continuous  Status as an Employee  or  Consultant  during  which the
exercise  of  the  Option  would  not  be  in  violation  of  such  registration
requirements.

         (g)  Disability  of  Optionee.  In the event an  Optionee's  Continuous
Status as an Employee or  Consultant  terminates  as a result of the  Optionee's
Disability,  the Optionee may exercise his or her Option (to the extent that the
Optionee  was entitled to exercise it as of the date of  termination),  but only
within such  period of time ending on the earlier of (i) one (1) year  following
such  termination  (or such  longer or shorter  period  specified  in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement.  If, at the date of termination,  the Optionee is not entitled
to exercise his or her entire Option,  the shares  covered by the  unexercisable
portion of the Option shall revert to and again  become  available  for issuance
under the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified  herein,  the Option shall  terminate,  and the
shares  covered by such Option shall revert to and again  become  available  for
issuance under the Plan.

         (h) Death of Optionee. In the event of the death of an Optionee during,
or within a period  specified in the Option  Agreement after the termination of,
the Optionee's Continuous Status as an Employee or Consultant, the Option may be
exercised  (to the extent the Optionee was entitled to exercise the Option as of
the date of death) by the Optionee's  estate, by a person who acquired the right
to  exercise  the Option by bequest or  inheritance,  but only within the period
ending on the earlier of (i) the date eighteen (18) months following the date of
death (or such longer or shorter period specified in the Option  Agreement),  or
(ii)  the  expiration  of the term of such  Option  as set  forth in the  Option
Agreement.  If, at the time of death,  the Optionee was not entitled to exercise
his or her entire Option, the shares covered by the unexercisable portion of the
Option shall revert to and again become  available for issuance  under the Plan.
If, after death, the Option is not exercised  within the time specified  herein,
the Option shall  terminate,  and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.

         (i) Early Exercise.  The Option may, but need not,  include a provision
whereby the  Optionee may elect at any time while an Employee or  Consultant  to
exercise  the Option as to any part or all of the  shares  subject to the Option
prior to the full vesting of the Option. Any unvested shares so purchased may be
subject  to a  repurchase  right  in  favor  of  the  Company  or to  any  other
restriction the Board determines to be appropriate.

7.       COVENANTS OF THE COMPANY.

         (a) During the terms of the options,  the Company shall keep  available
at all times the number of shares of stock required to satisfy such options.

         (b) The Company shall seek to obtain from each regulatory commission or
agency having  jurisdiction  over the Plan such  authority as may be required to
issue and sell shares of stock upon exercise of the Option;  provided,  however,
that this  undertaking  shall not  require  the  Company to  register  under the
Securities Act of 1933, as amended (the  "Securities  Act") either the Plan, any
Option or any stock issued or issuable  pursuant to any such  Option.  If, after
reasonable  efforts,  the Company is unable to obtain  from any such  regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful  issuance and sale of stock under the Plan,  the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options unless and until such authority is obtained.

8.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock  pursuant to options  shall  constitute
general funds of the Company.

9.       MISCELLANEOUS.

         (a) The Board shall have the power to  accelerate  the time at which an
option may first be  exercised  or the time  during  which an option or any part
thereof will vest pursuant to subsection 6(e), notwithstanding the provisions in
the  Option  stating  the time at which it may  first be  exercised  or the time
during which it will vest.

         (b) Neither an Employee or Consultant, nor any person to whom an option
is transferred  under subsection 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with  respect to, any shares  subject to such
Option unless and until such person has satisfied all  requirements for exercise
of the Option pursuant to its terms.

         (c) Nothing in the Plan or any  instrument  executed or Option  granted
pursuant  thereto shall confer upon any Employee,  Consultant or other holder of
options any right to continue in the employ of the Company or any  Affiliate (or
to continue  acting as a Consultant) or shall affect the right of the Company or
any Affiliate to terminate the employment of any Employee with or without cause,
or to terminate the  relationship of any Consultant in accordance with the terms
of that  Consultant's  agreement  with the  Company or  Affiliate  to which such
Consultant is providing services.

         (d)  Securities Law  Compliance.  The Company may require any person to
whom an  option is  granted,  or any  person  to whom an  option is  transferred
pursuant to subsection  6(d),  as a condition of  exercising or acquiring  stock
under any Option, (1) to give written assurances  satisfactory to the Company as
to such  person's  knowledge and  experience  in financial and business  matters
and/or to  employ a  purchaser  representative  reasonably  satisfactory  to the
Company who is knowledgeable  and experienced in financial and business matters,
and  that he or she is  capable  of  evaluating,  alone  or  together  with  the
purchaser representative, the merits and risks of exercising the Option; and (2)
to give written assurances  satisfactory to the Company stating that such person
is acquiring  the stock  subject to the Option for such person's own account and
not with any present  intention of selling or otherwise  distributing the stock.
The  foregoing   requirements,   and  any  assurances  given  pursuant  to  such
requirements,  shall be  inoperative  if (i) the issuance of the shares upon the
exercise or  acquisition of stock under the Option has been  registered  under a
then currently  effective  registration  statement  under the Securities Act, or
(ii) as to any particular  requirement,  a determination  is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then  applicable  securities  laws.  The  Company  may require the holder of the
Option to provide such other representations,  written assurances or information
which the Company shall  determine is  necessary,  desirable or  appropriate  to
comply with  applicable  securities and other laws as a condition of granting an
option to such person or  permitting  the holder of the Option to  exercise  the
Option. The Company may, upon advice of counsel to the Company, place legends on
stock  certificates  issued  under the Plan as such counsel  deems  necessary or
appropriate in order to comply with applicable securities laws,  including,  but
not limited to, legends restricting the transfer of the stock.

         (e)  Withholding.  To the  extent  provided  by the  terms of an option
Agreement,  the person to whom an option is granted  may  satisfy  any  federal,
state  or  local  tax  withholding   obligation  relating  to  the  exercise  or
acquisition  of stock  under an  option  by any of the  following  means or by a
combination of such means:  (1) tendering a cash payment;  (2)  authorizing  the
Company  to  withhold  shares  from the  shares of the  common  stock  otherwise
issuable to the  participant as a result of the exercise or acquisition of stock
under the Option; or (3) delivering to the Company owned and unencumbered shares
of the common stock of the Company.

10.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock  subject to the Plan, or subject
to any  Option,  without the receipt of  consideration  by the Company  (through
merger, consolidation, reorganization, recapitalization,  reincorporation, stock
dividend,  dividend  in  property  other than  cash,  stock  split,  liquidating
dividend,  combination  of  shares,  exchange  of  shares,  change in  corporate
structure or other transaction not involving the receipt of consideration by the
Company),  the Plan will be  appropriately  adjusted  in the  class(es)  and the
maximum  number of shares  subject to the Plan pursuant to subsection  4(a), and
the  outstanding  options will be  appropriately  adjusted in the  class(es) and
number of  shares  and price  per  share of stock  subject  to such  outstanding
options.  Such  adjustments  shall be made by the  Board or the  Committee,  the
determination of which shall be final,  binding and conclusive.  (The conversion
of any  convertible  securities  of  the  Company  shall  not  be  treated  as a
"transaction not involving the receipt of consideration by the Company.")

     (b) In the event of a Change in Control,  (1) any  surviving  or  acquiring
corporation shall assume Options  outstanding under the Plan or shall substitute
similar  Options for those  outstanding  under the Plan, or (2) in the event any
surviving  or  acquiring  corporation  refuses  to  assume  such  Options  or to
substitute  similar  Options  for those  outstanding  under  the Plan,  (i) with
respect to Options  held by persons  then  performing  services as  Employees or
Consultants,  the vesting of such Options and the time during which such Options
may be  exercised  shall be  accelerated  prior to such  event  and the  Options
terminated  if not  exercised  after such  acceleration  and at or prior to such
event,  and (ii) with respect to any other Options  outstanding  under the Plan,
such Options shall be terminated if not exercised prior to such event.

         (c) For  purposes  of this  Plan,  "Change  in  Control"  means:  (1) a
dissolution,  liquidation,  or sale of all or substantially all of the assets of
the  Company,  (2) a merger or  consolidation  in which the  Company  is not the
surviving  corporation,  (3) a  reverse  merger  in  which  the  Company  is the
surviving  corporation but Shares outstanding  immediately  preceding the merger
are converted by virtue of the merger into other  property,  whether in the form
of securities,  cash or otherwise,  or (4) the acquisition by any person, entity
or group within the meaning of Section  13(d) or 14(d) of the  Exchange  Act, or
any comparable  successor  provisions  (excluding any employee  benefit plan, or
related  trust,  sponsored or  maintained by the Company or any Affiliate of the
Company)  of  the  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable  successor rule) of securities
of the Company  representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors.

11.      AMENDMENT OF THE PLAN AND OPTIONS.

         (a)   The Board at any time, and from time to time, may amend the Plan.

         (b)   The Board, in its sole discretion, may submit the Plan and/or any
amendment to the Plan for stockholder approval.

         (c) It is expressly  contemplated  that the Board may amend the Plan in
any respect the Board deems  necessary or advisable  to provide  those  eligible
with the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder.

         (d) Rights and obligations under any Option granted before amendment of
the Plan  shall not be  impaired  by any  amendment  of the Plan  unless (i) the
Company  requests  the  consent of the person to whom the Option was granted and
(ii) such person consents in writing.

         (e) The Board at any time,  and from time to time,  may amend the terms
of any one or more Option;  provided,  however,  that the rights and obligations
under any Option  shall not be  impaired  by any such  amendment  unless (i) the
Company  requests  the  consent of the person to whom the Option was granted and
(ii) such person consents in writing.

12.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board may  suspend or  terminate  the Plan at any time.  Unless
sooner  terminated,  the Plan  shall  terminate  at the  time all of the  shares
reserved for issuance under the Plan have been issued. No options may be granted
under the Plan while the Plan is suspended or after it is terminated.

         (b) Rights and  obligations  under any Option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the person to whom the Option was granted.

13.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective on May 5, 1997.
EXHIBIT 99.2

                            NONSTATUTORY STOCK OPTION

______________________________, Optionee:

         Caere  Corporation  (the  "Company"),  pursuant to its 1997 Non-Officer
Stock Option Plan (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company  ("Common  Stock").
This option is NOT intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

         The grant  hereunder is in connection  with and in  furtherance  of the
Company's compensatory benefit plan for participation of the Company's employees
(including  officers),  directors or  consultants.  Defined terms not explicitly
defined  in  this  agreement  but  defined  in the  Plan  shall  have  the  same
definitions as in the Plan.

         The details of your option are as follows:

         1. TOTAL NUMBER OF SHARES  SUBJECT TO THIS OPTION.  The total 
number of shares of Common Stock subject to this option is ____________________
(______).

         2. VESTING.  Subject to the limitations  contained herein,  twenty-five
percent (25%) of the shares will vest (become  exercisable) on each  anniversary
of the date of grant,  beginning  on  ____________,  19__ , until either (i) you
cease to provide  services to the  Company  for any reason,  or (ii) this option
becomes fully vested.

         3. EXERCISE PRICE AND METHOD OF PAYMENT.

                  (a)  Exercise  Price.  The  exercise  price of this  option is
_________________  ($____) per share,  being not less than  eighty-five  percent
(85%) of the fair market  value of the Common Stock on the date of grant of this
option.

                  (b) Method of Payment. Payment of the exercise price per share
is due in full upon  exercise of all or any part of each  installment  which has
accrued to you. You may elect,  to the extent  permitted by applicable  statutes
and  regulations,  to  make  payment  of the  exercise  price  under  one of the
following alternatives:

                           (i)      Payment of the exercise price per share in 
cash (including check) at the time of exercise;

                           (ii)     Payment  pursuant  to a program  developed  
under  Regulation T as promulgated by the Federal Reserve Board which,  prior to
the issuance of Common  Stock,  results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable  instructions  to pay the aggregate
exercise price to the Company from the sales proceeds;

                           (iii)    Provided that at the time of exercise the 
Company's  Common  Stock is  publicly  traded and quoted  regularly  in the Wall
Street  Journal,  payment by delivery of  already-owned  shares of Common Stock,
held  for the  period  required  to  avoid a charge  to the  Company's  reported
earnings,  and  owned  free and  clear of any  liens,  claims,  encumbrances  or
security interests,  which Common Stock shall be valued at its fair market value
on the date of exercise; or

                           (iv)     Payment by a combination of the methods of
payment  permitted by  subparagraph  3(b)(i)  through 3(b)(iii) above.

         4. WHOLE SHARES.  This option may only be exercised for whole shares.

         5. SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary
contained  herein,  this option may not be exercised  unless the shares issuable
upon exercise of this option are then registered under the Securities Act or, if
such shares are not then so  registered,  the Company has  determined  that such
exercise and issuance would be exempt from the registration  requirements of the
Securities Act.

         6. TERM. The term of this option commences on  ____________,  19__, the
date of grant, and expires on  _________________  (the "Expiration Date"), which
date  shall be no more than ten (10)  years  from date this  option is  granted,
unless this option expires sooner as set forth below or in the Plan. In no event
may this option be exercised on or after the Expiration  Date. This option shall
terminate  prior to the Expiration  Date as follows:  three (3) months after the
termination  of your  Continuous  Status as an Employee or  Consultant  with the
Company or an Affiliate of the Company unless one of the following circumstances
exists:

                  (a) Your  termination  of Continuous  Status as an Employee or
Consultant  is due to your  disability.  This  option  will  then  expire on the
earlier of the Expiration  Date set forth above or twelve (12) months  following
such termination of Continuous Status as an Employee or Consultant.

                  (b) Your  termination  of Continuous  Status as an Employee or
Consultant  is due to your death or your death  occurs  within  three (3) months
following your termination of Continuous Status as an Employee or Consultant for
any other reason.  This option will then expire on the earlier of the Expiration
Date set forth above or eighteen (18) months after your death.

                  (c) If during any part of such three (3)-month  period you may
not exercise your option solely  because of the condition set forth in paragraph
5 above,  then your option will not expire  until the earlier of the  Expiration
Date set forth above or until this  option  shall have been  exercisable  for an
aggregate period of three (3) months after your termination of Continuous Status
as an Employee or Consultant.

                  (d) If your  exercise  of the option  within  three (3) months
after  termination of your  Continuous  Status as an Employee or Consultant with
the Company or with an Affiliate of the Company would result in liability  under
Section  16(b) of the  Securities  Exchange  Act of 1934,  then your option will
expire on the earlier of (i) the Expiration Date set forth above, (ii) the tenth
(10th)  day  after  the last  date  upon  which  exercise  would  result in such
liability  or (iii) six (6) months and ten (10) days  after the  termination  of
your  Continuous  Status as an  Employee  or  Consultant  with the Company or an
Affiliate of the Company.

         However,   this  option  may  be  exercised  following  termination  of
Continuous  Status as an Employee or Consultant only as to that number of shares
as to  which it was  exercisable  as of the date of  termination  of  Continuous
Status as an Employee or Consultant  under the provisions of paragraph 2 of this
option.

         7.       EXERCISE.

                  (a) This  option may be  exercised,  to the  extent  specified
above,  by delivering a notice of exercise (in a form designated by the Company)
together  with the exercise  price to the  Secretary of the Company,  or to such
other  person as the Company  may  designate,  during  regular  business  hours,
together with such additional documents as the Company may then require pursuant
to subsection 9(d) of the Plan.

                  (b)  By   exercising   this  option  you  agree  that,   as  a
precondition  to the completion of any exercise,  the Company may require you to
enter an arrangement  providing for the payment by you to the Company of any tax
withholding  obligation of the Company  arising by reason of (1) the exercise of
this option;  (2) the lapse of any  substantial  risk of forfeiture to which the
shares are subject at the time of  exercise;  or (3) the  disposition  of shares
acquired upon such exercise. You also agree that the exercise of this option has
not been  completed  and that the  Company is under no  obligation  to issue any
shares of Common Stock to you until such an  arrangement  is  established or the
Company's  tax  withholding  obligations  are  satisfied,  as  determined by the
Company.

         8. TRANSFERABILITY.  This option is not transferable, except by will or
by the laws of descent and  distribution,  and is  exercisable  during your life
only by you.  Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company,  you may designate a third party
who, in the event of your death,  shall  thereafter be entitled to exercise this
option.

         9.  OPTION NOT A SERVICE  CONTRACT.  This  option is not an  employment
contract  and  nothing  in this  option  shall be  deemed  to  create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue  your  employment  with the Company.  In addition,
nothing in this  option  shall  obligate  the  Company or any  Affiliate  of the
Company,  or their  respective  shareholders,  Board of  Directors,  officers or
employees  to continue  any  relationship  which you might have as a Director or
Consultant for the Company or Affiliate of the Company.

         10. NOTICES.  Any notices provided for in this option or the Plan shall
be given in writing and shall be deemed  effectively  given upon  receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United  States  mail,  postage  prepaid,  addressed to you at the address
specified  below or at such other address as you hereafter  designate by written
notice to the Company.

         11.  GOVERNING  PLAN  DOCUMENT.  This  option  is  subject  to all  the
provisions  of the Plan, a copy of which is attached  hereto and its  provisions
(including defined terms not defined in this option agreement) are hereby made a
part of this option, including without limitation the provisions of Section 6 of
the  Plan  relating  to  option  provisions,  and  is  further  subject  to  all
interpretations,  amendments,  rules and regulations which may from time to time
be  promulgated  and adopted  pursuant to the Plan. In the event of any conflict
between the  provisions of this option and those of the Plan,  the provisions of
the Plan shall control.

         Dated the ____ day of __________________, 19__.

                                            Very truly yours,
                                            CAERE CORPORATION

                                            By:
                            Duly authorized on behalf
                            of the Board of Directors

ATTACHMENTS:

         1997 Non-Officer Stock Option Plan
         Notice of Exercise
The undersigned:

         (a)  Acknowledges  receipt of the foregoing  option and the attachments
referenced  therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

         (b) Acknowledges  that as of the date of grant of this option,  it sets
forth the entire understanding  between the undersigned optionee and the Company
and its  Affiliates  regarding  the  acquisition  of  stock in the  Company  and
supersedes  all prior  oral and  written  agreements  on that  subject  with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:

         NONE   ____________________________
                           (Initial)

         OTHER  ____________________________
                ____________________________
                ____________________________

                                     ____________________________________
                                     OPTIONEE

                                     Address:  __________________________
                                               __________________________
NOTICE OF EXERCISE

Caere Corporation
100 Cooper Court
Los Gatos, CA 95030

                                          Date of Exercise:  __________________

Ladies and Gentlemen:

         This constitutes  notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

         Type of option:                  Nonstatutory

         Stock option dated:              _______________________

         Number of shares as to which
         option is exercised:             _______________________

         Certificates to be
         issued in name of:               _______________________

         Total exercise price:           $_______________________

         Cash payment delivered
         herewith:                       $_______________________

         Value of ______ shares of
         common stock delivered 
         herewith:1                      $_______________________

         By this exercise,  I agree (i) to provide such additional  documents as
you may require  pursuant to the terms of the Company's 1997  Non-Officer  Stock
Option  Plan and (ii) to  provide  for the  payment  by me to you (in the manner
designated  by you) of your  withholding  obligation,  if any,  relating  to the
exercise of this option.

                                   Very truly yours,

                                   _______________________________

--------
     1 Shares must meet the public trading requirements set forth in the option.
Shares  must be  valued  in  accordance  with  the  terms  of the  option  being
exercised,  must have been owned for the minimum period required in the option,
and must be owned free and clear of any liens, claims,  encumbrances or security
interests.   Certificates  must  be  endorsed  or  accompanied  by  an  executed
assignment separate from certificate.