As filed with the Securities and Exchange Commission on July 29, 1996
                                                 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 or other jurisdiction               (IRS Employer Identification  No.)
of incorporation or organization)

                             3565 Harbor Boulevard
                          Costa Mesa, California 92626
               (Address of principal executive offices) (Zip code)

                             1995 STOCK OPTION PLAN
                            (Full title of the Plan)

                                Theodore J. Smith
                     President and Chief Executive Officer
                              FILENET CORPORATION
              3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 966-3400
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
                                           Proposed      Proposed
 Title of                                  Maximum       Maximum
 Securities                 Amount         Offering      Aggregate       Amount of
 to be                      to be           Price        Offering       Registration
 Registered              Registered(1)   per Share(2)    Price(2)           Fee
 ----------              -------------   ------------    --------           ---
<S>                        <C>               <C>         <C>                <C>
Options to purchase        650,000           N/A         N/A                N/A
Common Stock
(1995 Stock Option Plan)

Common Stock,              650,000 shares    $20.625     $13,406,250        $4,623
$0.01 par value
(1995 Stock Option Plan)
====================================================================================
</TABLE>

(1)  This  Registration  Statement  shall also cover any  additional  shares of
     Common  Stock which  become  issuable  under the 1995 Stock  Option Plan by
     reason of any stock dividend,  stock split, recapitalization  or any other
     similar  transaction  without receipt of consideration which results in an
     increase  in the number of  outstanding shares of Common  Stock of FileNet
     Corporation.

(2)  Calculated  solely for purposes of this offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of FileNet Corporation on
     July 24, 1996, as reported by the Nasdaq National Market.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         FileNet  Corporation (the  "Registrant")  hereby  incorporates by 
         reference into this Registration  Statement the following documents
         previously filed with the Securities and Exchange Commission (the 
         "SEC"):

          (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995, filed with the SEC on March 29, 1996;

          (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter 
              ended March 31, 1996, filed with the SEC on May 15, 1996; and

          (c) The Registrant's  Registration  Statement No. 0-15997 on Form 8-A 
              filed with the SEC on June 24, 1987, in which there is described 
              the terms, rights and provisions applicable to the Registrant's 
              Common Stock.


     All reports and definitive  proxy or information  statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"1934  Act")  after  the date of  this  Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all  securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated or deemed to be  incorporated by reference
herein  shall  be  deemed  to be  modified  or superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


Item 4.  Description of Securities

         Not applicable.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

     Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware,  the Registrant as a Delaware  corporation  has power to indemnify any
person  who  was  or is a  party  or is  threatened  to be  made a party  to any
threatened,  pending or  completed  action,  suit or  proceeding (other  than an
action by or in the right of the Registrant) by reason of the fact that he is or
was a  director,  officer,  employee  or  agent  of  the  Registrant or of  any
corporation,  partnership, joint venture, trust or other enterprise for which he
is or was serving in such capacity at the request of the Registrant, against any
and all expenses,  judgments,  fines and amounts paid in  settlement  which were
reasonably  incurred  by him in connection with such action, suit or proceeding.
The power to indemnify  applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interests, or not opposed to the
best  interests,  of the  Registrant and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.



<PAGE>
     The power to indemnify applies to actions brought by or in the right of the
Registrant as well,  but  only to the extent of defense and  settlement expenses
and not to any satisfaction  of a judgment or settlement of the claim itself. In
such  actions,  however,   no  indemnification  will  be  made  if there  is any
adjudication  of negligence or misconduct,  unless the court, in its discretion,
feels that in the light of all the circumstances indemnification should apply.


     To the extent any such person is  successful in the defense of the actions
referred  to above,  such  person is  entitled  pursuant  to Section 145 of the
General  Corporation  Law of Delaware to  indemnification as  described  above.
Section 145 also grants power to advance litigation expenses upon receipt of an
undertaking to repay such advances in the event no right to  indemnification is
subsequently  shown. The Registrant may also obtain insurance at its expense to
protect  anyone  who  might  be  indemnified,  or  has  a  right  to  insist on
indemnification, under the statute.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.       Exhibits

Exhibit No.   Exhibit

     5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
     23.1     Consent of Independent Accountants -- Deloitte & Touche LLP.
     23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.
     24       Power of Attorney.  Reference is made to page II-4 of this 
              Registration Statement.
     99.1     1995 Stock Option Plan.
     99.2     Form of  Notice  of  Grant of  Stock  Option  (incorporated  by
              reference  to  Exhibit  No.  99.2 of Registration Statement
              No. 33-80899).
     99.3     Form of Stock  Option  Agreement  (incorporated  by  reference to
              Exhibit No.  99.3 of  Registration Statement No. 33-80899).
     99.4     Form  of  Addendum  to  Stock  Option  Agreement   (Involuntary 
              Termination   Following   Corporate Transaction) (incorporated by 
              reference to Exhibit No. 99.4 of Registration Statement No.
              33-80899).
     99.5     Form of Addendum to Stock Option  Agreement  (Involuntary  
              Termination  Following  Change in Control)(incorporated by 
              reference to Exhibit No. 99.5 of Registration Statement No.
              33-80899).
     99.6     Form of Salary  Reduction  Option Grant  Election  (incorporated
              by reference to Exhibit No. 99.6 of Registration Statement No. 
              33-80899).
     99.7     Form of Notice of Grant under Salary  Reduction  Option Grant
              Program.  (incorporated by reference to Exhibit No. 99.7 of
              Registration Statement No. 33-80899).
     99.8     Form of Salary  Reduction Stock Option  Agreement  (incorporated 
              by reference to Exhibit No. 99.8 of Registration Statement No. 
              33-80899).
     99.9     Form  of  Notice  of  Grant  of  Non-Employee   Director 
              Automatic  Stock  Option  (Initial  Grant)(incorporated by 
              reference to Exhibit No. 99.9 of Registration Statement No. 
              33-80899).
     99.10    Form  of  Notice  of  Grant  of   Non-Employee   Director  
              Automatic  Stock  Option  (Annual  Grant)(incorporated by 
              reference to Exhibit No. 99.10 of Registration Statement No. 
              33-80899).

                                      II-2
<PAGE>
     99.11    Form of  Automatic  Stock  Option  Agreement  (incorporated  by  
              reference  to Exhibit  No.  99.11 of Registration Statement No. 
              33-80899).
     99.12    Form of Director  Fee  Election  (incorporated  by  reference  to 
              Exhibit No.  99.12 of  Registration Statement No. 33-80899).
     99.13    Form of Notice of Grant of  Non-Employee  Director  Stock  Option 
              under  Director  Fee Option  Grant Program (incorporated by 
              reference to Exhibit No. 99.13 of Registration Statement No. 
              33-80899).
     99.14    Form of Director  Fee Stock  Option  Agreement  (incorporated  by 
              reference  to Exhibit No. 99.14 of Registration Statement No. 
              33-80899).


Item 9.  Undertakings

     A. The undersigned  Registrant hereby  undertakes: (1) to file, during any
period in which  offers or sales are being made, a  post-effective amendment to
this  Registration  Statement (i) to include any prospectus required by Section
10(a)(3) of the  Securities  Act of 1933,  as amended (the "1933 Act"), (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of this  Registration  Statement  (or the most recent  post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the  information  set  forth in this  Registration  Statement,  and (iii) to
include any material  information  with respect to the plan of distribution not
previously  disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this  Registration  Statement; (2) that
for the  purpose of  determining  any  liability  under the 1933 Act, each such
post-effective  amendment  shall be  deemed to be a new  registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof; and
(3) to remove from  registration by means of a  post-effective amendment any of
the securities  being registered which remain unsold upon the termination of the
Registrant's 1995 Stock Option Plan.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d)of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as  indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity  provisions  summarized  in Item 6 or otherwise,  the
Registrant has been informed that in the opinion of the SEC such indemnification
is  against  public  policy  as  expressed  in the 1933  Act and is, therefore,
unenforceable.  In the  event  that a claim  for  indemnification against such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the final
adjudication of such issue.


                                      II-3
<PAGE>      
                             SIGNATURES


      Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in the City of Costa Mesa,  State of  California on July 25,
1996.


                                            FILENET CORPORATION


                                       By:  /s/ Theodore J. Smith
                                       --------------------------
                                            Theodore J. Smith
                                            Chairman of the Board, President 
                                            and Chief Executive Officer



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned officers and directors of FileNet Corporation, a
Delaware  corporation,  do hereby  constitute and appoint Theodore J. Smith and
Mark S. St. Clare,  and each of them, the lawful  attorneys-in-fact and agents,
with full power and  authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, or either one of them,
determine  may be necessary or advisable or required to enable said corporation
to  comply  with  the  Securities  Act of 1933,  as  amended, and any  rules or
regulation  or  requirements  of  the  Securities  and  Exchange  Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing  power and  authority,  the powers granted include the power and
authority to sign the names of the  undersigned officers and directors in the
capacities  indicated  below  to this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of  or  in  conjunction  with  this  Registration Statement  or  amendments  or
supplements  thereof,  and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue  hereof.  This Power of  Attorney  may be  signed in  several
counterparts.

           IN WITNESS  WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended,  this  Registration  Statement  has been signed below by the following
persons in the capacities and on the dates indicated.


Date:   July 25, 1996

<TABLE>
<CAPTION>
Signatures:                                 Title:                                   Date                           
- -----------                                 ------                                   ----                           
<S>                                         <C>                                      <C> 

/s/ Theodore J. Smith                       Chairman of the Board, President         July 25, 1996
- ---------------------                       and Chief Executive Officer
Theodore J. Smith                           (Principal Executive Officer)

</TABLE>

                                      II-4
<PAGE>
<TABLE>
<S>                                          <C>                                     <C>

/s/ Mark S. St. Clare                       Senior Vice President, Finance,          July 25, 1996
- ---------------------                       Chief Financial Officer & Secretary
Mark S. St. Clare                           (Principal Financial Officer)




/s/ William R. Hughes                       Controller (Principal Accounting         July 25, 1996
- ---------------------                       Officer)
William R. Hughes




/s/ J. Burgess Jamieson                     Director                                 July 25, 1996
- -----------------------
J. Burgess Jamieson




/s/ Frederick K. Fluegel                    Director                                 July 25, 1996
- ------------------------        
Frederick K. Fluegel




/s/ John C. Savage                          Director                                 July 25, 1996
- -----------------------------------
John C. Savage




/s/ William P. Lyons                        Director                                 July 25, 1996
- --------------------
William P. Lyons
</TABLE>





                                      II-5
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   EXHIBITS TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               FILENET CORPORATION



<PAGE>

                                  EXHIBIT INDEX
                                  -------------

        Exhibit
          No.       Exhibit
          ---       -------
        5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.
        23.1      Consent of Independent Accountants -- Deloitte & Touche LLP.
        23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in 
                  Exhibit 5.
        24        Power of Attorney.  Reference is made to page II-4 of this 
                  Registration Statement.
        99.1      1995 Stock Option Plan.
        99.2      Form of Notice of Grant of Stock  Option  (incorporated  by 
                  reference to Exhibit No. 99.2 of Registration Statement No. 
                  33-80899).
        99.3      Form of Stock  Option  Agreement  (incorporated by reference  
                  to  Exhibit  No. 99.3 of Registration Statement No. 33-80899).
        99.4      Form of Addendum to Stock Option Agreement  (Involuntary  
                  Termination Following Corporate Transaction)(incorporated by 
                  reference to Exhibit No. 99.4 of  Registration  Statement
                  No. 33-80899).
        99.5      Form of Addendum to Stock Option Agreement  (Involuntary  
                  Termination Following Change in Control)(incorporated by
                  reference to Exhibit No. 99.5 of  Registration  Statement No.
                  33-80899).
        99.6      Form of Salary Reduction Option Grant Election  (incorporated 
                  by reference to Exhibit No.99.6 of Registration Statement No.
                  33-80899).
        99.7      Form of Notice of Grant under Salary  Reduction  Option Grant 
                  Program (incorporated by reference to Exhibit No. 99.7 of 
                  Registration Statement No. 33-80899).
        99.8      Form of Salary Reduction Stock Option Agreement(incorporated 
                  by reference to Exhibit No. 99.8 of Registration Statement No.
                  33-80899).
        99.9      Form of Notice of Grant of Non-Employee Director Automatic 
                  Stock Option (Initial Grant)(incorporated by reference to 
                  Exhibit No. 99.9 of Registration Statement No. 33-80899).
        99.10     Form of Notice of Grant of  Non-Employee  Director  Automatic 
                  Stock Option (Annual Grant)(incorporated by reference to 
                  Exhibit No. 99.10 of Registration Statement No. 33-80899).
        99.11     Form of Automatic Stock Option Agreement(incorporated by 
                  reference to Exhibit No. 99.11 of Registration Statement No.
                  33-80899).
        99.12     Form of  Director  Fee  Election  (incorporated by reference
                  to Exhibit No. 99.12 of Registration Statement No. 33-80899.
        99.13     Form of Notice of Grant of Non-Employee Director Stock Option 
                  under Director Fee Option Grant Program (incorporated by 
                  reference to Exhibit No.99.13 of Registration Statement No. 
                  33-80899).
        99.14     Form of  Director Fee  Stock  Option  Agreement  (incorporated
                  by reference to Exhibit No.99.14 of Registration Statement No.
                  33-80899).
[{"type": "S-8", "sequence": "1", "description": "1995 STOCK OPTION PLAN", "secsgml_size_bytes": 22676}]
{"company-data": {"conformed-name": "FILENET CORP", "cik": "0000706015", "assigned-sic": "7373", "irs-number": "953757924", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09075", "film-number": "96600406"}, "business-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "926261420", "phone": "7149663400"}, "mail-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "926261420"}}
As filed with the Securities and Exchange Commission on July 29, 1996
                                                 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 or other jurisdiction               (IRS Employer Identification  No.)
of incorporation or organization)

                             3565 Harbor Boulevard
                          Costa Mesa, California 92626
               (Address of principal executive offices) (Zip code)

                             1995 STOCK OPTION PLAN
                            (Full title of the Plan)

                                Theodore J. Smith
                     President and Chief Executive Officer
                              FILENET CORPORATION
              3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 966-3400
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================
                                           Proposed      Proposed
 Title of                                  Maximum       Maximum
 Securities                 Amount         Offering      Aggregate       Amount of
 to be                      to be           Price        Offering       Registration
 Registered              Registered(1)   per Share(2)    Price(2)           Fee
 ----------              -------------   ------------    --------           ---
Options to purchase        650,000           N/A         N/A                N/A
Common Stock
(1995 Stock Option Plan)

Common Stock,              650,000 shares    $20.625     $13,406,250        $4,623
$0.01 par value
(1995 Stock Option Plan)
====================================================================================
(1)  This  Registration  Statement  shall also cover any  additional  shares of
     Common  Stock which  become  issuable  under the 1995 Stock  Option Plan by
     reason of any stock dividend,  stock split, recapitalization  or any other
     similar  transaction  without receipt of consideration which results in an
     increase  in the number of  outstanding shares of Common  Stock of FileNet
     Corporation.

(2)  Calculated  solely for purposes of this offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of FileNet Corporation on
     July 24, 1996, as reported by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         FileNet  Corporation (the  "Registrant")  hereby  incorporates by 
         reference into this Registration  Statement the following documents
         previously filed with the Securities and Exchange Commission (the 
         "SEC"):

          (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995, filed with the SEC on March 29, 1996;

          (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter 
              ended March 31, 1996, filed with the SEC on May 15, 1996; and

          (c) The Registrant's  Registration  Statement No. 0-15997 on Form 8-A 
              filed with the SEC on June 24, 1987, in which there is described 
              the terms, rights and provisions applicable to the Registrant's 
              Common Stock.

     All reports and definitive  proxy or information  statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"1934  Act")  after  the date of  this  Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all  securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated or deemed to be  incorporated by reference
herein  shall  be  deemed  to be  modified  or superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware,  the Registrant as a Delaware  corporation  has power to indemnify any
person  who  was  or is a  party  or is  threatened  to be  made a party  to any
threatened,  pending or  completed  action,  suit or  proceeding (other  than an
action by or in the right of the Registrant) by reason of the fact that he is or
was a  director,  officer,  employee  or  agent  of  the  Registrant or of  any
corporation,  partnership, joint venture, trust or other enterprise for which he
is or was serving in such capacity at the request of the Registrant, against any
and all expenses,  judgments,  fines and amounts paid in  settlement  which were
reasonably  incurred  by him in connection with such action, suit or proceeding.
The power to indemnify  applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interests, or not opposed to the
best  interests,  of the  Registrant and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
Registrant as well,  but  only to the extent of defense and  settlement expenses
and not to any satisfaction  of a judgment or settlement of the claim itself. In
such  actions,  however,   no  indemnification  will  be  made  if there  is any
adjudication  of negligence or misconduct,  unless the court, in its discretion,
feels that in the light of all the circumstances indemnification should apply.

     To the extent any such person is  successful in the defense of the actions
referred  to above,  such  person is  entitled  pursuant  to Section 145 of the
General  Corporation  Law of Delaware to  indemnification as  described  above.
Section 145 also grants power to advance litigation expenses upon receipt of an
undertaking to repay such advances in the event no right to  indemnification is
subsequently  shown. The Registrant may also obtain insurance at its expense to
protect  anyone  who  might  be  indemnified,  or  has  a  right  to  insist on
indemnification, under the statute.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.       Exhibits

Exhibit No.   Exhibit

     5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
     23.1     Consent of Independent Accountants -- Deloitte & Touche LLP.
     23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.
     24       Power of Attorney.  Reference is made to page II-4 of this 
              Registration Statement.
     99.1     1995 Stock Option Plan.
     99.2     Form of  Notice  of  Grant of  Stock  Option  (incorporated  by
              reference  to  Exhibit  No.  99.2 of Registration Statement
              No. 33-80899).
     99.3     Form of Stock  Option  Agreement  (incorporated  by  reference to
              Exhibit No.  99.3 of  Registration Statement No. 33-80899).
     99.4     Form  of  Addendum  to  Stock  Option  Agreement   (Involuntary 
              Termination   Following   Corporate Transaction) (incorporated by 
              reference to Exhibit No. 99.4 of Registration Statement No.
              33-80899).
     99.5     Form of Addendum to Stock Option  Agreement  (Involuntary  
              Termination  Following  Change in Control)(incorporated by 
              reference to Exhibit No. 99.5 of Registration Statement No.
              33-80899).
     99.6     Form of Salary  Reduction  Option Grant  Election  (incorporated
              by reference to Exhibit No. 99.6 of Registration Statement No. 
              33-80899).
     99.7     Form of Notice of Grant under Salary  Reduction  Option Grant
              Program.  (incorporated by reference to Exhibit No. 99.7 of
              Registration Statement No. 33-80899).
     99.8     Form of Salary  Reduction Stock Option  Agreement  (incorporated 
              by reference to Exhibit No. 99.8 of Registration Statement No. 
              33-80899).
     99.9     Form  of  Notice  of  Grant  of  Non-Employee   Director 
              Automatic  Stock  Option  (Initial  Grant)(incorporated by 
              reference to Exhibit No. 99.9 of Registration Statement No. 
              33-80899).
     99.10    Form  of  Notice  of  Grant  of   Non-Employee   Director  
              Automatic  Stock  Option  (Annual  Grant)(incorporated by 
              reference to Exhibit No. 99.10 of Registration Statement No. 
              33-80899).

                                      II-2
99.11    Form of  Automatic  Stock  Option  Agreement  (incorporated  by  
              reference  to Exhibit  No.  99.11 of Registration Statement No. 
              33-80899).
     99.12    Form of Director  Fee  Election  (incorporated  by  reference  to 
              Exhibit No.  99.12 of  Registration Statement No. 33-80899).
     99.13    Form of Notice of Grant of  Non-Employee  Director  Stock  Option 
              under  Director  Fee Option  Grant Program (incorporated by 
              reference to Exhibit No. 99.13 of Registration Statement No. 
              33-80899).
     99.14    Form of Director  Fee Stock  Option  Agreement  (incorporated  by 
              reference  to Exhibit No. 99.14 of Registration Statement No. 
              33-80899).

Item 9.  Undertakings

     A. The undersigned  Registrant hereby  undertakes: (1) to file, during any
period in which  offers or sales are being made, a  post-effective amendment to
this  Registration  Statement (i) to include any prospectus required by Section
10(a)(3) of the  Securities  Act of 1933,  as amended (the "1933 Act"), (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of this  Registration  Statement  (or the most recent  post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the  information  set  forth in this  Registration  Statement,  and (iii) to
include any material  information  with respect to the plan of distribution not
previously  disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this  Registration  Statement; (2) that
for the  purpose of  determining  any  liability  under the 1933 Act, each such
post-effective  amendment  shall be  deemed to be a new  registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof; and
(3) to remove from  registration by means of a  post-effective amendment any of
the securities  being registered which remain unsold upon the termination of the
Registrant's 1995 Stock Option Plan.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d)of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as  indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity  provisions  summarized  in Item 6 or otherwise,  the
Registrant has been informed that in the opinion of the SEC such indemnification
is  against  public  policy  as  expressed  in the 1933  Act and is, therefore,
unenforceable.  In the  event  that a claim  for  indemnification against such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the final
adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in the City of Costa Mesa,  State of  California on July 25,
1996.

                                            FILENET CORPORATION

                                       By:  /s/ Theodore J. Smith
                                       --------------------------
                                            Theodore J. Smith
                                            Chairman of the Board, President 
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned officers and directors of FileNet Corporation, a
Delaware  corporation,  do hereby  constitute and appoint Theodore J. Smith and
Mark S. St. Clare,  and each of them, the lawful  attorneys-in-fact and agents,
with full power and  authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, or either one of them,
determine  may be necessary or advisable or required to enable said corporation
to  comply  with  the  Securities  Act of 1933,  as  amended, and any  rules or
regulation  or  requirements  of  the  Securities  and  Exchange  Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing  power and  authority,  the powers granted include the power and
authority to sign the names of the  undersigned officers and directors in the
capacities  indicated  below  to this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of  or  in  conjunction  with  this  Registration Statement  or  amendments  or
supplements  thereof,  and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue  hereof.  This Power of  Attorney  may be  signed in  several
counterparts.

           IN WITNESS  WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended,  this  Registration  Statement  has been signed below by the following
persons in the capacities and on the dates indicated.

Date:   July 25, 1996
Signatures:                                 Title:                                   Date                           
- -----------                                 ------                                   ----
/s/ Theodore J. Smith                       Chairman of the Board, President         July 25, 1996
- ---------------------                       and Chief Executive Officer
Theodore J. Smith                           (Principal Executive Officer)
II-4
/s/ Mark S. St. Clare                       Senior Vice President, Finance,          July 25, 1996
- ---------------------                       Chief Financial Officer & Secretary
Mark S. St. Clare                           (Principal Financial Officer)

/s/ William R. Hughes                       Controller (Principal Accounting         July 25, 1996
- ---------------------                       Officer)
William R. Hughes

/s/ J. Burgess Jamieson                     Director                                 July 25, 1996
- -----------------------
J. Burgess Jamieson

/s/ Frederick K. Fluegel                    Director                                 July 25, 1996
- ------------------------        
Frederick K. Fluegel

/s/ John C. Savage                          Director                                 July 25, 1996
- -----------------------------------
John C. Savage

/s/ William P. Lyons                        Director                                 July 25, 1996
- --------------------
William P. Lyons
II-5
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   EXHIBITS TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               FILENET CORPORATION
EXHIBIT INDEX
                                  -------------

        Exhibit
          No.       Exhibit
          ---       -------
        5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.
        23.1      Consent of Independent Accountants -- Deloitte & Touche LLP.
        23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in 
                  Exhibit 5.
        24        Power of Attorney.  Reference is made to page II-4 of this 
                  Registration Statement.
        99.1      1995 Stock Option Plan.
        99.2      Form of Notice of Grant of Stock  Option  (incorporated  by 
                  reference to Exhibit No. 99.2 of Registration Statement No. 
                  33-80899).
        99.3      Form of Stock  Option  Agreement  (incorporated by reference  
                  to  Exhibit  No. 99.3 of Registration Statement No. 33-80899).
        99.4      Form of Addendum to Stock Option Agreement  (Involuntary  
                  Termination Following Corporate Transaction)(incorporated by 
                  reference to Exhibit No. 99.4 of  Registration  Statement
                  No. 33-80899).
        99.5      Form of Addendum to Stock Option Agreement  (Involuntary  
                  Termination Following Change in Control)(incorporated by
                  reference to Exhibit No. 99.5 of  Registration  Statement No.
                  33-80899).
        99.6      Form of Salary Reduction Option Grant Election  (incorporated 
                  by reference to Exhibit No.99.6 of Registration Statement No.
                  33-80899).
        99.7      Form of Notice of Grant under Salary  Reduction  Option Grant 
                  Program (incorporated by reference to Exhibit No. 99.7 of 
                  Registration Statement No. 33-80899).
        99.8      Form of Salary Reduction Stock Option Agreement(incorporated 
                  by reference to Exhibit No. 99.8 of Registration Statement No.
                  33-80899).
        99.9      Form of Notice of Grant of Non-Employee Director Automatic 
                  Stock Option (Initial Grant)(incorporated by reference to 
                  Exhibit No. 99.9 of Registration Statement No. 33-80899).
        99.10     Form of Notice of Grant of  Non-Employee  Director  Automatic 
                  Stock Option (Annual Grant)(incorporated by reference to 
                  Exhibit No. 99.10 of Registration Statement No. 33-80899).
        99.11     Form of Automatic Stock Option Agreement(incorporated by 
                  reference to Exhibit No. 99.11 of Registration Statement No.
                  33-80899).
        99.12     Form of  Director  Fee  Election  (incorporated by reference
                  to Exhibit No. 99.12 of Registration Statement No. 33-80899.
        99.13     Form of Notice of Grant of Non-Employee Director Stock Option 
                  under Director Fee Option Grant Program (incorporated by 
                  reference to Exhibit No.99.13 of Registration Statement No. 
                  33-80899).
        99.14     Form of  Director Fee  Stock  Option  Agreement  (incorporated
                  by reference to Exhibit No.99.14 of Registration Statement No.
                  33-80899).