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<TITLE>         2002 INCENTIVE AWARD PLAN OF FILENET CORPORATON
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<PRE>
     As filed with the Securities and Exchange Commission on July 18, 2002
                                                     Registration No. 333-
<B>===================================================================================
                              SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549
                                <U>                              </U>

                                           FORM S-8
                                    REGISTRATION STATEMENT
                                            UNDER
                                  THE SECURITIES ACT OF 1933
                                <U>                              </U>

                                     FILENET CORPORATION</B>
                      (Exact Name of Registrant as Specified in Its Charter)

          <B>Delaware                                                    95-3757924</B>
   (State of Incorporation                                         (I.R.S. Employer
       or Organization)                                         Identification Number)

                                      <B>3565 Harbor Boulevard
                                  Costa Mesa, California 92626</B>
                   (Address of Principal Executive Offices including Zip Code)

                                <U>                              </U>

                      <B>THE 2002 INCENTIVE AWARD PLAN OF FILENET CORPORATION</B>
                                    (Full Title of the Plan)
                                <U>                              </U>

       <B>KATHARINA MUELLER                                           Copy to:
Vice President, General Counsel                            Regina M. Schlatter, Esq.
       FILENET CORPORATION                                     LATHAM and WATKINS
      3565 Harbor Boulevard                          650 Town Center Drive, Twentieth Floor
  Costa Mesa, California 92626                           Costa Mesa, California 92626
        (714) 327-3400                                         (714) 540-1235</B>

                    (Name and Address, Including Zip Code, and Telephone Number,
                            Including Area Code, of Agent for Service)

<U>                                                                                           </U>
<U>                             <B>CALCULATION OF REGISTRATION FEE</B>                               </U>
                                                               <B>Proposed         Proposed
                                                                Maximum          Maximum
                            Amount                            Aggregate        Amount of
                             to be        Offering Price       Offering     Registration</B>
<U>                        <B>Registered(2)          Per Share(1)       Price(1)           Fee   </B></U>
Common Stock
<U>$0.01 par value   1,400,000 shares                $13.48    $18,869,475        $1,736.00   </U>

(1)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant  to Rule  457(h)  and (c) under  the  Securities  Act of 1933,  as
     amended, and is based on the sum of (x) the weighted average exercise price
     of $14.89 with respect to 257,500 currently  outstanding options,  plus (y)
     the average of the high and low sales price of FileNET  Corporation  Common
     Stock,  as reported on the Nasdaq Stock  Market on July 12, 2002  ($13.16),
     for the remaining 1,142,500 shares issuable, under The 2002 Incentive Award
     Plan of FileNET Corporation.

(2)  In the event of a stock  split,  stock  dividend,  or  similar  transaction
     involving  the  Company's  Common  Stock,  the number of shares  registered
     hereby shall  automatically be increased to cover the additional  shares in
     accordance  with Rule 416(a) under the  Securities Act of 1933, as amended.
     Each share of Common Stock being registered  hereunder,  if issued prior to
     the termination by the Company of its Rights Agreement dated as of November
     4, 1998, as amended, will include one preferred share purchase right. Prior
     to the occurrence of certain  events,  the preferred  share purchase rights
     will not be exercisable or evidenced separately from the Common Stock.

<B>======================================================================================

 Proposed sale to take place as soon after the effective date of the Registration
                 Statement as outstanding shares are purchased.

                                  Total Pages 10
                             Exhibit Index on Page 7</B>


<PAGE>
                                     <B>PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

     The  information  called  for in Part I of the Form S-8 is not being  filed
with or included in this Form S-8 (by  incorporation  by reference or otherwise)
in accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the "Commission").

                                     <B>PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

<U><B>Experts</B></U>

     The consolidated  financial statements and related  consolidated  financial
statement schedule of FileNET  Corporation ("the Company")  incorporated in this
prospectus  by reference  from the  Company's  Annual Report (Form 10-K) for the
fiscal year ended  December 31, 2001,  and the  financial  statements of eGrail,
Inc. ("eGrail")  incorporated in this prospectus by reference from the Company's
Current Report on Form 8-K/A filed June 11, 2002,  have been audited by Deloitte
and Touche LLP, independent auditors, as stated in their reports (of which their
report on eGrail's  financial  statements  expresses an unqualified  opinion and
includes an explanatory  paragraph referring to substantial doubt about eGrail's
ability  to  continue  as a going  concern),  which are  incorporated  herein by
reference,  and have been so  incorporated  in reliance upon the reports of such
firm  given  upon  their  authority  as  experts  in  accounting  and  auditing.

<B>Item 3.  <U>Incorporation of Documents by Reference</U></B>

     The following  documents  filed by us with the Commission are  incorporated
herein by reference:

     (a)  The  description  of our  Common  Stock,  par value  $0.01 per  share,
          contained  in our  Registration  Statement  on Form 8-A filed with the
          Commission on June 24, 1987 (Registration No. 0-15997);

    (b)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December  31,  2001  filed  with  the  Commission  on March  28,  2002
          (Registration No. 000-15997);

     (c)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended March 31, 2002 filed with the Commission on May 14, 2002;

     (d)  The Company's  Current Report on Form 8-K filed with the Commission on
          April 12, 2002; and

     (e)  The Company's  Current  Report on form 8-K/A filed with the Commission
          on June 11, 2002.

     In addition,  all documents filed by the Company pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Exchange  Act  after  the date of this  registration
statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  reregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
registration  statement  and to be a part of it from  the  respective  dates  of
filing such  documents.  Any statement  contained in a document  incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.


<B>Item 4.  <U>Description of Securities</U></B>

         Not applicable.

<B>Item 5.  <U>Interest of named Experts and Counsel</U></B>

         Not applicable.

<B>Item 6.  <U>Indemnification of Directors and Officers</U></B>

     Our  certificate  of  incorporation  provides  that,  except to the  extent
prohibited  by the  Delaware  General  Corporation  Law, our  directors  are not
personally  liable to us or our stockholders for monetary damages for any breach

                                       2
<PAGE>

of fiduciary duty as our directors.  Under the Delaware General Corporation Law,
our  directors  have a  fiduciary  duty  to us that  is not  eliminated  by this
provision of our certificate of incorporation and, in appropriate circumstances,
equitable  remedies such as injunctive or other forms of nonmonetary relief will
remain  available.  In addition,  each  director  will continue to be subject to
liability  under  the  Delaware  General  Corporation  Law  for  breach  of  the
director's  duty of loyalty  to us or our  stockholders,  for acts or  omissions
which are found by a court of competent  jurisdiction to be not in good faith or
that involve intentional  misconduct,  or knowing violations of law, for actions
leading  to  improper  personal  benefit  to the  director,  and for  payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the Delaware  General  Corporation  Law. This provision also does not affect the
directors' responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.

     The  Delaware   General   Corporation   Law   provides   further  that  any
indemnification  will not be deemed  exclusive  of any other rights to which the
directors  and  officers  may be  entitled  under a  corporation's  bylaws,  any
agreement, a vote of stockholders or otherwise. Our certificate of incorporation
eliminates the personal  liability of directors to the fullest extent  permitted
by the Delaware General Corporation Law and provides that we may fully indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal,  administrative  or  investigative)  by  reason  of the fact that such
person is or was a  director  or  officer  of ours or is or was  serving  at our
request as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise,  against expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually and  reasonably  incurred by the person in connection  with the action,
suit or proceeding.

     Our bylaws also  permit us to secure  insurance  on behalf of any  officer,
director,  employee or other agent for any  liability  arising out of his or her
actions, regardless of whether the Delaware General Corporation Law would permit
indemnification. We have liability insurance for our officers and directors.

     The inclusion of the above  provisions in our certificate of  incorporation
may have the effect of reducing the likelihood of stockholder  derivative  suits
against  directors and may discourage or deter  stockholders  or management from
bringing a lawsuit  against  directors  for  breach of their duty of care,  even
though such an action, if successful, might otherwise have benefited the Company
and its stockholders.

<B>Item 7.  <U>Exemption From Registration Claimed</U></B>

         Not applicable.

<B>Item 8.  <U>Exhibits</U></B>

         See Index to Exhibits on page 7.

<B>Item 9.  <U>Undertakings</U></B>

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (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) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the

                                       3
<PAGE>

                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;] and

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

                         provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(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 with or furnished to
                    the Commission by the  registrant  pursuant to Section 13 or
                    Section 15(d) of the Exchange Act that are  incorporated  by
                    reference in the registration statement.

          (2)  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 therein,  and the offering of such securities
               at that time shall be deemed to be the initial <I>bona fide</I> offering
               thereof.

          (3)  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.

     (b)  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  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  <I>bona  fide</I>  offering
          thereof.

     (c)  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
          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 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.

                                       4

<PAGE>



                                   <B>SIGNATURES</B>

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Costa Mesa, State of California, on July 18, 2002.

                                        <B>FILENET CORPORATION</B>


                                        By:  <U>  <I>/s/ Lee D. Roberts</I>                    </U>
                                             Lee D. Roberts, Chairman of the Board
                                             and Chief Executive Officer


                                        By:  <U>  <I>/s/ Sam M. Auriemma</I>                   </U>
                                             Sam M. Auriemma, Senior Vice President,
                                             Chief Financial Officer and Secretary

                                       5
<PAGE>

                                <B>POWER OF ATTORNEY</B>

     Each person whose  signature  appears below hereby  authorizes and appoints
Lee D. Roberts and Sam M. Auriemma as attorneys-in-fact  and agents, each acting
alone, with full powers of substitution to sign on his behalf,  individually and
in the capacities  stated below,  and to file any and all amendments,  including
post-effective amendments, to this registration statement and other documents in
connection therewith,  with the Securities and Exchange Commission,  granting to
said  attorneys-in-fact and agents full power and authority to perform any other
act on behalf of the undersigned required to be done.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities  indicated
as of July 18, 2002.


<U>Signature</U>                                           <U>Title</U>

<U><I>/s/ Lee D. Roberts</I>            </U>                      Chairman of the Board and Chief Executive
Lee D. Roberts                                      Officer (Principal Executive Officer)

<U><I>/s/ Sam M. Auriemma</I>           </U>                      Senior Vice President, Chief Financial
Sam M. Auriemma                                     Officer and Secretary (Principal
                                                    Financial Officer)

<U><I>/s/ L. George Klaus</I>           </U>                      Director
L. George Klaus


<U><I>/s/ William P. Lyons</I>          </U>                      Director
William P. Lyons


<U><I>/s/ John C. Savage</I>            </U>                      Director
John C. Savage


<U><I>/s/ Roger S. Siboni</I>           </U>                      Director
Roger S. Siboni


<U><I>/s/ Theodore J. Smith</I>         </U>                      Director
Theodore J. Smith


                                       6

<PAGE>


                                <B>INDEX TO EXHIBITS</B>

<B><U>EXHIBIT</U>                                                                              <U>PAGE</U></B>

4.1      Rights Agreement, dated as of November 4, 1988 between FileNET              Note (1)
         Corporation and the First National Bank of Boston, which includes the
         form of Rights Certificate as Exhibit A and the Summary of Rights to
         Purchase Common Shares as Exhibit B.

4.2      Amendment One dated July 31, 1998 and Amendment Two dated November 9,       Note (2)
         1998 to Rights Agreement dated as of November 4, 1988 between FileNET
         Corporation and BANKBOSTON, N.A., formerly known as The First National
         Bank of Boston

4.3      Amendment Three dated November 30, 2001 to Rights Agreement dated as        Note (3)
         of November 4, 1988 between FileNET Corporation and Equiserve Trust
         Company, N.A., successors to BANKBOSTON, N.A.

5.1      Opinion of Latham and Watkins.                                                  8

23.1     Consent of Latham and Watkins (included in Exhibit 5.1).                        8

23.2     Consents of Deloitte and Touche LLP.                                            9, 10

24       Power of Attorney (included in the signature page to this Registration          6
         Statement).

<U>                                   </U>

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-4 filed on January 26, 1996; Registration No. 333-00676.
(2)  Incorporated by reference to the Company's Form 10-Q for the fiscal quarter
     ended September 30, 1998.
(3)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the fiscal year ended December 31, 2001.


                                       7


<PAGE>

                                                                     <B>Exhibit 5.1</B>

                          <B>[LATHAM and WATKINS LETTERHEAD]</B>

                                  July 15, 2002

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, California 92626

Attn:  Board of Directors

         Re: <U>Registration Statement on Form S-8</U>

Gentlemen:

     In connection with the  registration  of 1,400,000  shares of the Company's
Common Stock, par value $0.01 per share (the "Shares"), to be issued pursuant to
the FileNET  Corporation 2002 Incentive Award Plan (the "2002 Plan"),  under the
Securities  Act  of  1933,  as  amended,  by  FileNET  Corporation,  a  Delaware
corporation  (the  "Company"),  on Form S-8 to be filed with the  Securities and
Exchange  Commission  (the  "Registration  Statement"),  you have  requested our
opinion with respect to the matters set forth below.

     In our capacity as your counsel in connection  with such  registration,  we
are  familiar  with the  proceedings  taken,  and  proposed to be taken,  by the
Company in connection  with the  authorization,  issuance and sale of the Shares
and, for the purposes of this  opinion,  have assumed such  proceedings  will be
timely completed in the manner presently proposed.

     As such counsel, we have examined such matters of fact and questions of law
considered  appropriate for purposes of rendering the opinions  expressed below.
In our  examination,  we have assumed the  genuineness  of all  signatures,  the
authenticity of all documents  submitted to us as originals,  and the conformity
to authentic original documents of all documents submitted to us as copies. With
your consent we have relied upon  certificates  of an officer of the Company and
others  with  respect  to certain  factual  matters.  We have not  independently
verified such factual matters.

     We are opining  herein as to the effect on the subject  transaction of only
the General  Corporation Law of the State of Delaware,  including  statutory and
reported  decisional law  thereunder,  and we express no opinion with respect to
the  applicability  thereto or the effect thereon of any other laws or as to any
matters of municipal law or any other local agencies within any state.

     Subject to the foregoing and in reliance  thereon,  it is our opinion that,
upon the  issuance  and sale of the  Shares in the  manner  contemplated  by the
Registration  Statement and in accordance  with the terms of the 2002 Plan,  and
subject to the Company  completing  all action and  proceedings  required on its
part to be taken prior to the  issuance  of the Shares  pursuant to the terms of
the 2002 Plan and the Registration  Statement,  including,  without  limitation,
collection  of  required  payment  for the  Shares,  the Shares  will be validly
issued, fully paid and nonassessable securities of the Company.

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

                                         Very truly yours,

                                         <I>/s/ Latham and Watkins</I>

                                         LATHAM and WATKINS


                                       8
<PAGE>

                                                                    <B>Exhibit 23.2</B>


                          <U><B>INDEPENDENT AUDITORS' CONSENT</B></U>



     We consent to the incorporation by reference in this Registration Statement
of FileNET  Corporation  on Form S-8 of our  reports  dated  January  28,  2002,
appearing in the Annual Report on Form 10-K of FileNET  Corporation for the year
ended December 31, 2001, and to the reference to us under the heading  "Experts"
in the prospectus, which is part of this Registration Statement.

<I>/s/ DELOITTE and TOUCHE LLP</I>


Deloitte and Touche LLP
Costa Mesa, California
July 15, 2002


                                       9
<PAGE>




                          <U><B>INDEPENDENT AUDITORS' CONSENT</B></U>



     We consent to the incorporation by reference in this Registration Statement
of FileNET  Corporation  on Form S-8 of our  report  dated May 31,  2002  (which
report  expresses an unqualified  opinion and includes an explanatory  paragraph
referring to  substantial  doubt about eGrail,  Inc.'s  ability to continue as a
going concern),  on the financial  statements of eGrail,  Inc. as of and for the
year ended  December 31, 2001,  appearing in the Current Report on Form 8-K/A of
FileNET Corporation filed on June 11, 2002, and to the reference to us under the
heading  "Experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.


<I>/s/ DELOITTE and TOUCHE LLP</I>

Deloitte and Touche LLP
Costa Mesa, California
July 15, 2002


                                       10

</PRE>
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2002 INCENTIVE AWARD PLAN OF FILENET CORPORATON
As filed with the Securities and Exchange Commission on July 18, 2002
                                                     Registration No. 333-
===================================================================================
                              SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549
FORM S-8
                                    REGISTRATION STATEMENT
                                            UNDER
                                  THE SECURITIES ACT OF 1933
FILENET CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware                                                    95-3757924
(State of Incorporation                                         (I.R.S. Employer
       or Organization)                                         Identification Number)
3565 Harbor Boulevard
                                  Costa Mesa, California 92626
(Address of Principal Executive Offices including Zip Code)
THE 2002 INCENTIVE AWARD PLAN OF FILENET CORPORATION
(Full Title of the Plan)
KATHARINA MUELLER                                           Copy to:
Vice President, General Counsel                            Regina M. Schlatter, Esq.
       FILENET CORPORATION                                     LATHAM and WATKINS
      3565 Harbor Boulevard                          650 Town Center Drive, Twentieth Floor
  Costa Mesa, California 92626                           Costa Mesa, California 92626
        (714) 327-3400                                         (714) 540-1235
(Name and Address, Including Zip Code, and Telephone Number,
                            Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                                                Maximum          Maximum
                            Amount                            Aggregate        Amount of
                             to be        Offering Price       Offering     Registration
Registered(2)          Per Share(1)       Price(1)           Fee
Common Stock
$0.01 par value   1,400,000 shares                $13.48    $18,869,475        $1,736.00
(1)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant  to Rule  457(h)  and (c) under  the  Securities  Act of 1933,  as
     amended, and is based on the sum of (x) the weighted average exercise price
     of $14.89 with respect to 257,500 currently  outstanding options,  plus (y)
     the average of the high and low sales price of FileNET  Corporation  Common
     Stock,  as reported on the Nasdaq Stock  Market on July 12, 2002  ($13.16),
     for the remaining 1,142,500 shares issuable, under The 2002 Incentive Award
     Plan of FileNET Corporation.

(2)  In the event of a stock  split,  stock  dividend,  or  similar  transaction
     involving  the  Company's  Common  Stock,  the number of shares  registered
     hereby shall  automatically be increased to cover the additional  shares in
     accordance  with Rule 416(a) under the  Securities Act of 1933, as amended.
     Each share of Common Stock being registered  hereunder,  if issued prior to
     the termination by the Company of its Rights Agreement dated as of November
     4, 1998, as amended, will include one preferred share purchase right. Prior
     to the occurrence of certain  events,  the preferred  share purchase rights
     will not be exercisable or evidenced separately from the Common Stock.
======================================================================================

 Proposed sale to take place as soon after the effective date of the Registration
                 Statement as outstanding shares are purchased.

                                  Total Pages 10
                             Exhibit Index on Page 7
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The  information  called  for in Part I of the Form S-8 is not being  filed
with or included in this Form S-8 (by  incorporation  by reference or otherwise)
in accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the "Commission").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Experts
The consolidated  financial statements and related  consolidated  financial
statement schedule of FileNET  Corporation ("the Company")  incorporated in this
prospectus  by reference  from the  Company's  Annual Report (Form 10-K) for the
fiscal year ended  December 31, 2001,  and the  financial  statements of eGrail,
Inc. ("eGrail")  incorporated in this prospectus by reference from the Company's
Current Report on Form 8-K/A filed June 11, 2002,  have been audited by Deloitte
and Touche LLP, independent auditors, as stated in their reports (of which their
report on eGrail's  financial  statements  expresses an unqualified  opinion and
includes an explanatory  paragraph referring to substantial doubt about eGrail's
ability  to  continue  as a going  concern),  which are  incorporated  herein by
reference,  and have been so  incorporated  in reliance upon the reports of such
firm  given  upon  their  authority  as  experts  in  accounting  and  auditing.
Item 3.
Incorporation of Documents by Reference
The following  documents  filed by us with the Commission are  incorporated
herein by reference:

     (a)  The  description  of our  Common  Stock,  par value  $0.01 per  share,
          contained  in our  Registration  Statement  on Form 8-A filed with the
          Commission on June 24, 1987 (Registration No. 0-15997);

    (b)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December  31,  2001  filed  with  the  Commission  on March  28,  2002
          (Registration No. 000-15997);

     (c)  The Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended March 31, 2002 filed with the Commission on May 14, 2002;

     (d)  The Company's  Current Report on Form 8-K filed with the Commission on
          April 12, 2002; and

     (e)  The Company's  Current  Report on form 8-K/A filed with the Commission
          on June 11, 2002.

     In addition,  all documents filed by the Company pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Exchange  Act  after  the date of this  registration
statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  reregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
registration  statement  and to be a part of it from  the  respective  dates  of
filing such  documents.  Any statement  contained in a document  incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4.
Description of Securities
Not applicable.
Item 5.
Interest of named Experts and Counsel
Not applicable.
Item 6.
Indemnification of Directors and Officers
Our  certificate  of  incorporation  provides  that,  except to the  extent
prohibited  by the  Delaware  General  Corporation  Law, our  directors  are not
personally  liable to us or our stockholders for monetary damages for any breach

                                       2
of fiduciary duty as our directors.  Under the Delaware General Corporation Law,
our  directors  have a  fiduciary  duty  to us that  is not  eliminated  by this
provision of our certificate of incorporation and, in appropriate circumstances,
equitable  remedies such as injunctive or other forms of nonmonetary relief will
remain  available.  In addition,  each  director  will continue to be subject to
liability  under  the  Delaware  General  Corporation  Law  for  breach  of  the
director's  duty of loyalty  to us or our  stockholders,  for acts or  omissions
which are found by a court of competent  jurisdiction to be not in good faith or
that involve intentional  misconduct,  or knowing violations of law, for actions
leading  to  improper  personal  benefit  to the  director,  and for  payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the Delaware  General  Corporation  Law. This provision also does not affect the
directors' responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.

     The  Delaware   General   Corporation   Law   provides   further  that  any
indemnification  will not be deemed  exclusive  of any other rights to which the
directors  and  officers  may be  entitled  under a  corporation's  bylaws,  any
agreement, a vote of stockholders or otherwise. Our certificate of incorporation
eliminates the personal  liability of directors to the fullest extent  permitted
by the Delaware General Corporation Law and provides that we may fully indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal,  administrative  or  investigative)  by  reason  of the fact that such
person is or was a  director  or  officer  of ours or is or was  serving  at our
request as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise,  against expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually and  reasonably  incurred by the person in connection  with the action,
suit or proceeding.

     Our bylaws also  permit us to secure  insurance  on behalf of any  officer,
director,  employee or other agent for any  liability  arising out of his or her
actions, regardless of whether the Delaware General Corporation Law would permit
indemnification. We have liability insurance for our officers and directors.

     The inclusion of the above  provisions in our certificate of  incorporation
may have the effect of reducing the likelihood of stockholder  derivative  suits
against  directors and may discourage or deter  stockholders  or management from
bringing a lawsuit  against  directors  for  breach of their duty of care,  even
though such an action, if successful, might otherwise have benefited the Company
and its stockholders.
Item 7.
Exemption From Registration Claimed
Not applicable.
Item 8.
Exhibits
See Index to Exhibits on page 7.
Item 9.
Undertakings
(a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (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) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the

                                       3
maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;] and

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

                         provided,   however,   that  paragraphs  (a)(1)(i)  and
                    (a)(1)(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 with or furnished to
                    the Commission by the  registrant  pursuant to Section 13 or
                    Section 15(d) of the Exchange Act that are  incorporated  by
                    reference in the registration statement.

          (2)  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 therein,  and the offering of such securities
               at that time shall be deemed to be the initial
bona fide
offering
               thereof.

          (3)  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.

     (b)  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  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial
bona  fide
offering
          thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          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
          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 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.

                                       4
SIGNATURES
Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Costa Mesa, State of California, on July 18, 2002.
FILENET CORPORATION
By:
/s/ Lee D. Roberts
Lee D. Roberts, Chairman of the Board
                                             and Chief Executive Officer

                                        By:
/s/ Sam M. Auriemma
Sam M. Auriemma, Senior Vice President,
                                             Chief Financial Officer and Secretary

                                       5
POWER OF ATTORNEY
Each person whose  signature  appears below hereby  authorizes and appoints
Lee D. Roberts and Sam M. Auriemma as attorneys-in-fact  and agents, each acting
alone, with full powers of substitution to sign on his behalf,  individually and
in the capacities  stated below,  and to file any and all amendments,  including
post-effective amendments, to this registration statement and other documents in
connection therewith,  with the Securities and Exchange Commission,  granting to
said  attorneys-in-fact and agents full power and authority to perform any other
act on behalf of the undersigned required to be done.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities  indicated
as of July 18, 2002.
Signature
Title
/s/ Lee D. Roberts
Chairman of the Board and Chief Executive
Lee D. Roberts                                      Officer (Principal Executive Officer)
/s/ Sam M. Auriemma
Senior Vice President, Chief Financial
Sam M. Auriemma                                     Officer and Secretary (Principal
                                                    Financial Officer)
/s/ L. George Klaus
Director
L. George Klaus
/s/ William P. Lyons
Director
William P. Lyons
/s/ John C. Savage
Director
John C. Savage
/s/ Roger S. Siboni
Director
Roger S. Siboni
/s/ Theodore J. Smith
Director
Theodore J. Smith

                                       6
INDEX TO EXHIBITS
EXHIBIT
PAGE
4.1      Rights Agreement, dated as of November 4, 1988 between FileNET              Note (1)
         Corporation and the First National Bank of Boston, which includes the
         form of Rights Certificate as Exhibit A and the Summary of Rights to
         Purchase Common Shares as Exhibit B.

4.2      Amendment One dated July 31, 1998 and Amendment Two dated November 9,       Note (2)
         1998 to Rights Agreement dated as of November 4, 1988 between FileNET
         Corporation and BANKBOSTON, N.A., formerly known as The First National
         Bank of Boston

4.3      Amendment Three dated November 30, 2001 to Rights Agreement dated as        Note (3)
         of November 4, 1988 between FileNET Corporation and Equiserve Trust
         Company, N.A., successors to BANKBOSTON, N.A.

5.1      Opinion of Latham and Watkins.                                                  8

23.1     Consent of Latham and Watkins (included in Exhibit 5.1).                        8

23.2     Consents of Deloitte and Touche LLP.                                            9, 10

24       Power of Attorney (included in the signature page to this Registration          6
         Statement).
(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-4 filed on January 26, 1996; Registration No. 333-00676.
(2)  Incorporated by reference to the Company's Form 10-Q for the fiscal quarter
     ended September 30, 1998.
(3)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the fiscal year ended December 31, 2001.

                                       7
Exhibit 5.1
[LATHAM and WATKINS LETTERHEAD]
July 15, 2002

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, California 92626

Attn:  Board of Directors

         Re:
Registration Statement on Form S-8
Gentlemen:

     In connection with the  registration  of 1,400,000  shares of the Company's
Common Stock, par value $0.01 per share (the "Shares"), to be issued pursuant to
the FileNET  Corporation 2002 Incentive Award Plan (the "2002 Plan"),  under the
Securities  Act  of  1933,  as  amended,  by  FileNET  Corporation,  a  Delaware
corporation  (the  "Company"),  on Form S-8 to be filed with the  Securities and
Exchange  Commission  (the  "Registration  Statement"),  you have  requested our
opinion with respect to the matters set forth below.

     In our capacity as your counsel in connection  with such  registration,  we
are  familiar  with the  proceedings  taken,  and  proposed to be taken,  by the
Company in connection  with the  authorization,  issuance and sale of the Shares
and, for the purposes of this  opinion,  have assumed such  proceedings  will be
timely completed in the manner presently proposed.

     As such counsel, we have examined such matters of fact and questions of law
considered  appropriate for purposes of rendering the opinions  expressed below.
In our  examination,  we have assumed the  genuineness  of all  signatures,  the
authenticity of all documents  submitted to us as originals,  and the conformity
to authentic original documents of all documents submitted to us as copies. With
your consent we have relied upon  certificates  of an officer of the Company and
others  with  respect  to certain  factual  matters.  We have not  independently
verified such factual matters.

     We are opining  herein as to the effect on the subject  transaction of only
the General  Corporation Law of the State of Delaware,  including  statutory and
reported  decisional law  thereunder,  and we express no opinion with respect to
the  applicability  thereto or the effect thereon of any other laws or as to any
matters of municipal law or any other local agencies within any state.

     Subject to the foregoing and in reliance  thereon,  it is our opinion that,
upon the  issuance  and sale of the  Shares in the  manner  contemplated  by the
Registration  Statement and in accordance  with the terms of the 2002 Plan,  and
subject to the Company  completing  all action and  proceedings  required on its
part to be taken prior to the  issuance  of the Shares  pursuant to the terms of
the 2002 Plan and the Registration  Statement,  including,  without  limitation,
collection  of  required  payment  for the  Shares,  the Shares  will be validly
issued, fully paid and nonassessable securities of the Company.

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

                                         Very truly yours,
/s/ Latham and Watkins
LATHAM and WATKINS

                                       8
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of FileNET  Corporation  on Form S-8 of our  reports  dated  January  28,  2002,
appearing in the Annual Report on Form 10-K of FileNET  Corporation for the year
ended December 31, 2001, and to the reference to us under the heading  "Experts"
in the prospectus, which is part of this Registration Statement.
/s/ DELOITTE and TOUCHE LLP
Deloitte and Touche LLP
Costa Mesa, California
July 15, 2002

                                       9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of FileNET  Corporation  on Form S-8 of our  report  dated May 31,  2002  (which
report  expresses an unqualified  opinion and includes an explanatory  paragraph
referring to  substantial  doubt about eGrail,  Inc.'s  ability to continue as a
going concern),  on the financial  statements of eGrail,  Inc. as of and for the
year ended  December 31, 2001,  appearing in the Current Report on Form 8-K/A of
FileNET Corporation filed on June 11, 2002, and to the reference to us under the
heading  "Experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.
/s/ DELOITTE and TOUCHE LLP
Deloitte and Touche LLP
Costa Mesa, California
July 15, 2002

                                       10