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<HEAD>
<TITLE>         AMENDMENT TO 2002 INCENTIVE AWARD PLAN OF FILENET CORPORATON
</TITLE>
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<PRE>
     As filed with the Securities and Exchange Commission on July 14, 2003
                                                                 Registration No. 333-xxxxx
<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 2003 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               $16.095    $22,533,000        $1,823.00   </U>


(1)  The FileNet  Corporation 2002 Incentive Award Plan, as amended,  authorizes
     the issuance of an aggregate of 2,800,000 shares of Common Stock, par value
     $0.01 per share,  of  FileNet  Corporation  (the  "Company")  (the  "Common
     Stock"),  of which  1,400,000  shares are being  registered  hereunder  and
     1,400,000 of which have been previously registered.

(2)  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 average of the high and low sales price of the
     Common  Stock,  as reported on the Nasdaq  Stock  Market  on July 7,  2003.

(3)  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>===========================================================================================</B>

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

                                 <B>Total Pages 7
                             Exhibit Index on Page 5</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>

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

     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,  2002,  have been audited by Deloitte and Touche
LLP, independent  auditors,  as stated in their reports,  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><U>Registration of Additional Securities</U></B>

     The 2002  Incentive  Award Plan  authorizes the issuance of an aggregate of
2,800,000  shares  of  Common  Stock.  The  Company  has  previously  registered
1,400,000  shares issuable under the 2002 Incentive Award Plan (the "2002 Plan")
by a  Registration  Statement on Form S-8 filed with the  Commission on July 18,
2002,  Registration  No.  333-96711,  registering  1,400,000  shares (the "Prior
Registration  Statement").  Under this  Registration  Statement,  the Company is
registering  an additional  1,400,000  shares of Common Stock issuable under the
2002 Plan. The contents of the Prior Registration  Statement are incorporated by
reference  herein to the extent not  modified  or  superseded  thereby or by any
subsequently filed document that is incorporated by reference herein or therein.


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

     See Index to Exhibits on page 5.


                                       2
<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 14, 2003.

                               <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 and
                                     Chief Financial Officer


                                       3
<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 14, 2003.

<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 and Chief Financial
Sam M. Auriemma                                Officer (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


                                       4
<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.                                                  6

23.1     Consent of Latham and Watkins (included in Exhibit 5.1).                        6

23.2     Consents of Deloitte and Touche LLP.                                            7

24       Power of Attorney (included in the signature page to this Registration          4
         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.

                                       5

<PAGE>

                                                                     <B>Exhibit 5.1


                       [LATHAM AND WATKINS LLP LETTERHEAD]</B>

                                  July 14, 2003

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  by FileNet  Corporation,  a Deleware
corporation (the "Company") of 1,400,000 shares of common stock, par value $0.01
per share (the "Shares"),  to be issued pursuant to the FileNet Corporation 2002
Incentive Award Plan (as Amended  Effective as of May 7, 2003) (the "2002 Plan")
under the Securities  Act of 1933, as amended,  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.

     In addition,  we have examined such matters of fact and questions of law as
we have considered  appropriate for purposes of this letter. 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,  and we express no opinion
with respect to the applicability  thereto,  or the effect thereon, of any other
laws.

     Subject to the foregoing and in reliance  thereon,  it is our opinion that,
as of the date  hereof the Shares  have been duly  authorized  by all  necessary
corporate  action of the Company,  and, 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.

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

                                          Very truly yours,



                                          <I>/s/ Latham and Watkins LLP</I>
                                          LATHAM and WATKINS LLP


                                       6
<PAGE>

                                                                    <B>Exhibit 23.2</B>

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



     We consent to the incorporation by reference in this Registration Statement
of FileNet  Corporation  on Form S-8 of our  report  dated  January  29,  2003,
appearing in the Annual Report on Form 10-K of FileNet  Corporation for the year
ended December 31, 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 14, 2003


                                       7


</PRE>
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AMENDMENT TO 2002 INCENTIVE AWARD PLAN OF FILENET CORPORATON
As filed with the Securities and Exchange Commission on July 14, 2003
                                                                 Registration No. 333-xxxxx
===========================================================================================
                              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 2003 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               $16.095    $22,533,000        $1,823.00
(1)  The FileNet  Corporation 2002 Incentive Award Plan, as amended,  authorizes
     the issuance of an aggregate of 2,800,000 shares of Common Stock, par value
     $0.01 per share,  of  FileNet  Corporation  (the  "Company")  (the  "Common
     Stock"),  of which  1,400,000  shares are being  registered  hereunder  and
     1,400,000 of which have been previously registered.

(2)  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 average of the high and low sales price of the
     Common  Stock,  as reported on the Nasdaq  Stock  Market  on July 7,  2003.

(3)  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 issuances to take place as soon after the effective date of the
          Registration Statement as outstanding shares are purchased.
Total Pages 7
                             Exhibit Index on Page 5
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,  2002,  have been audited by Deloitte and Touche
LLP, independent  auditors,  as stated in their reports,  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.
Registration of Additional Securities
The 2002  Incentive  Award Plan  authorizes the issuance of an aggregate of
2,800,000  shares  of  Common  Stock.  The  Company  has  previously  registered
1,400,000  shares issuable under the 2002 Incentive Award Plan (the "2002 Plan")
by a  Registration  Statement on Form S-8 filed with the  Commission on July 18,
2002,  Registration  No.  333-96711,  registering  1,400,000  shares (the "Prior
Registration  Statement").  Under this  Registration  Statement,  the Company is
registering  an additional  1,400,000  shares of Common Stock issuable under the
2002 Plan. The contents of the Prior Registration  Statement are incorporated by
reference  herein to the extent not  modified  or  superseded  thereby or by any
subsequently filed document that is incorporated by reference herein or therein.
Item 8.
Exhibits
See Index to Exhibits on page 5.

                                       2
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 14, 2003.
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 and
                                     Chief Financial Officer

                                       3
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 14, 2003.
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 and Chief Financial
Sam M. Auriemma                                Officer (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

                                       4
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.                                                  6

23.1     Consent of Latham and Watkins (included in Exhibit 5.1).                        6

23.2     Consents of Deloitte and Touche LLP.                                            7

24       Power of Attorney (included in the signature page to this Registration          4
         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.

                                       5
Exhibit 5.1

                       [LATHAM AND WATKINS LLP LETTERHEAD]
July 14, 2003

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  by FileNet  Corporation,  a Deleware
corporation (the "Company") of 1,400,000 shares of common stock, par value $0.01
per share (the "Shares"),  to be issued pursuant to the FileNet Corporation 2002
Incentive Award Plan (as Amended  Effective as of May 7, 2003) (the "2002 Plan")
under the Securities  Act of 1933, as amended,  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.

     In addition,  we have examined such matters of fact and questions of law as
we have considered  appropriate for purposes of this letter. 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,  and we express no opinion
with respect to the applicability  thereto,  or the effect thereon, of any other
laws.

     Subject to the foregoing and in reliance  thereon,  it is our opinion that,
as of the date  hereof the Shares  have been duly  authorized  by all  necessary
corporate  action of the Company,  and, 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.

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

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

                                       6
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  report  dated  January  29,  2003,
appearing in the Annual Report on Form 10-K of FileNet  Corporation for the year
ended December 31, 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 14, 2003

                                       7