As filed  with the  Securities  and  Exchange  Commission  on June 6,  1995
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                               CAERE CORPORATION
             (Exact name of registrant as specified in its charter)
                               ------------------

           DELAWARE                                                  94-2250509
(State or other jurisdiction                                    (I.R.S. Employer
 of incorporation or organization)                        Identification Number)

                               ------------------

                                100 Cooper Court
                          Los Gatos, California 95030
                    (Address of Principal Executive Offices)
                               ------------------

                 1992 Non-Employee Directors' Stock Option Plan
              Assumed Options of Calera Recognition Systems, Inc.
                           (Full title of the plans)

                                Robert G. Teresi
                      Chairman and Chief Executive Officer
                               Caere Corporation
                                100 Cooper Court
                          Los Gatos, California 95030
                                 (408) 395-7000
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               ------------------

                                   Copies to:

                              Lee F. Benton, Esq.
                              Peter F. Stone, Esq.
                    Cooley Godward Castro Huddleson & Tatum
                             Five Palo Alto Square
                              3000 El Camino Real
                        Palo Alto, California 94306-2155
                               ------------------

                                                 Total Number of Pages:      8
                                                 Exhibit Index at Page:      6


<PAGE>

<TABLE>
<CAPTION>


                                                    CALCULATION OF REGISTRATION FEE
=======================================================
                                               Proposed              Proposed
                                               Maximum               Maximum
Title of                   Amount              Offering              Aggregate                 Amount of
Securities to be           to be               Price Per             Offering                  Registration
Registered                 Registered          Share(1)              Price(1)                  Fee
- ---------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                   <C>                       <C>

Stock Options &
Common Stock               131,306             $2.73-$7.94           $674,253.46               $232.50
(par value $.001)
=====================================================
</TABLE>

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c),(f),(h)(1),  based upon (i)
         $2.73 - $4.09, the exercise prices of 81,306 options  outstanding under
         former Calera Recognition  Systems,  Inc. stock option plans assumed by
         the  Registrant  on December  20, 1994 and  converted  into  options to
         purchase Registrant's Common Stock pursuant to an Agreement and Plan of
         Reorganization  dated October 14, 1994, and (ii) $7.94,  the average of
         the high and low prices of Registrant's Common Stock on June 2, 1995 as
         reported  on the NASDAQ  National  Market  System,  for  50,000  shares
         reserved  for  issuance  pursuant to the 1992  Non-Employee  Directors'
         Stock Option Plan for which the exercise price is not known.

=====================================================

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.


<PAGE>





             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
                STATEMENTS ON FORM S-8 NO. 33-49114 AND 33-87824

         The contents of  Registration  Statements on Form S-8 No.  33-49114 and
33-87824 filed with the Securities and Exchange  Commission on July 1, 1992, and
December 23, 1994, respectively, are incorporated by reference herein.








                                    EXHIBITS

Exhibit
Number

 5                         Opinion of Cooley Godward Castro Huddleson & Tatum

23.1                       Consent of KPMG Peat Marwick LLP


23.2                       Consent of Cooley  Godward  Castro  Huddleson & Tatum
                           is contained in Exhibit 5 to this Registration
                           Statement

24                         Power of Attorney is contained on the signature
                           pages.



<PAGE>













                                   SIGNATURES


         The Registrant.  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 Los Gatos,  County of
Santa Clara, State of California, on June 6, 1995.

                                                  CAERE CORPORATION



                                                  By  /s/ Blanche M. Sutter
                                                  Blanche M. Sutter
                                                  Vice President, Finance,
                                                  Chief Financial Officer and
                                                  Secretary



                               POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints Robert G. Teresi and Blanche M. Sutter,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.



<PAGE>




                                                         3.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signature                          Title                                         Date


<S>                                      <C>                                              <C>   


  /s/ Robert G. Teresi                   Chief Executive Officer                          June 6, 1995
- --------------------------------                                                                      
      Robert G. Teresi                   Chairman of the
                                         Board and Director
                                         (Principal Executive
                                         Officer)



  /s/ Blanche M. Sutter                  Vice President, Finance,                         June 6, 1995
- -------------------------------                                                                       
      Blanche M. Sutter                  Chief Financial Officer
                                         and Secretary (Principal
                                         Financial and Accounting
                                         Officer)



  /s/ James K. Dutton                    Director                                         June 6, 1995
- -------------------------------                                                                       
      James K. Dutton



                                         Director                                         June    , 1995
      Sidney S. Kahn



  /s/ Wayne E. Rosing                    Director                                         June 6, 1995
- ------------------------------                                                                        
      Wayne E. Rosing



  /s/ Frederick W. Zuckerman             Director                                         June 6, 1995
- ----------------------------                                                                          
      Frederick W. Zuckerman

</TABLE>

<PAGE>







                                 EXHIBIT INDEX












Exhibit                                                       Sequential
Number   Description                                          Page Number


5                 Opinion of Cooley Godward Castro                      7
                  Huddleson & Tatum

23.1              Consent of KPMG Peat Marwick LLP                      8

23.2              Consent of Cooley Godward Castro                      7
                  Huddleson & Tatum is contained
                  in Exhibit 5 to this Registration
                  Statement.

24                Power of Attorney is contained on                     4
                  the signature pages.



<PAGE>










June 6, 1995

Caere Corporation
100 Cooper Court
Los Gatos, California  95030

Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Caere Corporation (the "Company") of a Registration Statement
on Form S-8 (the  "Registration  Statement")  with the  Securities  and Exchange
Commission  covering the offering of up to 50,000 shares of the Company's Common
Stock,  $.001 par value,  (the "Common Stock") pursuant to its 1992 Non-Employee
Directors' Stock Option Plan (the "Directors'  Plan") and up to 81,306 shares of
the Common Stock  assumed by the Company  pursuant to the  Agreement and Plan of
Reorganization dated October 14, 1994 between the Company and Calera Recognition
Systems,   Inc.  ("Calera")  formerly  outstanding  pursuant  to  Calera's  1983
Incentive  Stock Option Plan,  1993 Stock Option Plan and 1992  Executive  Stock
Option   Plan  and  any   individual   non-plan   options   ("Calera   Options")
(collectively, the "Shares").

In  connection  with this  opinion,  we have  examined the Agreement and Plan of
Reorganization,   Registration   Statement   and  related   Prospectuses,   your
Certificate of Incorporation and By-laws, as amended,  and such other documents,
records, certificates, memoranda and other instruments as we deem necessary as a
basis for this opinion.  We have assumed the genuineness and authenticity of all
documents  submitted  to us as  originals,  the  conformity  to originals of all
documents submitted to us as copies thereof,  and the due execution and delivery
of all  documents  where due execution  and delivery are a  prerequisite  to the
effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the Shares,  when sold and issued in accordance  with the Directors'  Plan,
the Calera Options, the Registration Statement and related Prospectuses, will be
validly  issued,  fully  paid,  and  nonassessable  (except as to shares  issued
pursuant to certain deferred payment arrangements,  which will be fully paid and
nonassessable when such deferred payments are made in full).

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

Very truly yours,

COOLEY GODWARD CASTRO
HUDDLESON & TATUM



By:   /s/ Peter F. Stone
     -------------------
          Peter F. Stone


<PAGE>




                                 Consent of Independent Auditors



The Board of Directors
Caere Corporation


We consent to incorporation  by reference in the registration  statement on Form
S-8 of Caere  Corporation of our report dated January 27, 1995,  relating to the
consolidated  balance sheets of Caere  corporation and subsidiary as of December
31,  1994,  and 1993,  and the  related  consolidated  statements  of  earnings,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1994, and the related  schedule,  which report appears
in the December 31, 1994, annual report on Form 10-K of Caere Corporation.


                                   
                               /S/ KPMG Peat Marwick LLP


Palo Alto, California
June 5, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13754}]
{"company-data": {"conformed-name": "CAERE CORP", "cik": "0000854916", "assigned-sic": "3577", "irs-number": "942250509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60027", "film-number": "95545439"}, "business-address": {"street1": "100 C00PER CT", "city": "LOS GATOS", "state": "CA", "zip": "95030", "phone": "4083957000"}, "mail-address": {"street1": "100 COOPER COURT", "city": "LOS GATOS", "state": "CA", "zip": "95030"}}
As filed  with the  Securities  and  Exchange  Commission  on June 6,  1995
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                               CAERE CORPORATION
             (Exact name of registrant as specified in its charter)
                               ------------------

           DELAWARE                                                  94-2250509
(State or other jurisdiction                                    (I.R.S. Employer
 of incorporation or organization)                        Identification Number)

                               ------------------

                                100 Cooper Court
                          Los Gatos, California 95030
                    (Address of Principal Executive Offices)
                               ------------------

                 1992 Non-Employee Directors' Stock Option Plan
              Assumed Options of Calera Recognition Systems, Inc.
                           (Full title of the plans)

                                Robert G. Teresi
                      Chairman and Chief Executive Officer
                               Caere Corporation
                                100 Cooper Court
                          Los Gatos, California 95030
                                 (408) 395-7000
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               ------------------

                                   Copies to:

                              Lee F. Benton, Esq.
                              Peter F. Stone, Esq.
                    Cooley Godward Castro Huddleson & Tatum
                             Five Palo Alto Square
                              3000 El Camino Real
                        Palo Alto, California 94306-2155
                               ------------------

                                                 Total Number of Pages:      8
                                                 Exhibit Index at Page:      6
CALCULATION OF REGISTRATION FEE
=======================================================
                                               Proposed              Proposed
                                               Maximum               Maximum
Title of                   Amount              Offering              Aggregate                 Amount of
Securities to be           to be               Price Per             Offering                  Registration
Registered                 Registered          Share(1)              Price(1)                  Fee
- ---------------------------------------------------------------------------------------------------
Stock Options &
Common Stock               131,306             $2.73-$7.94           $674,253.46               $232.50
(par value $.001)
=====================================================
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c),(f),(h)(1),  based upon (i)
         $2.73 - $4.09, the exercise prices of 81,306 options  outstanding under
         former Calera Recognition  Systems,  Inc. stock option plans assumed by
         the  Registrant  on December  20, 1994 and  converted  into  options to
         purchase Registrant's Common Stock pursuant to an Agreement and Plan of
         Reorganization  dated October 14, 1994, and (ii) $7.94,  the average of
         the high and low prices of Registrant's Common Stock on June 2, 1995 as
         reported  on the NASDAQ  National  Market  System,  for  50,000  shares
         reserved  for  issuance  pursuant to the 1992  Non-Employee  Directors'
         Stock Option Plan for which the exercise price is not known.

=====================================================

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
                STATEMENTS ON FORM S-8 NO. 33-49114 AND 33-87824

         The contents of  Registration  Statements on Form S-8 No.  33-49114 and
33-87824 filed with the Securities and Exchange  Commission on July 1, 1992, and
December 23, 1994, respectively, are incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

 5                         Opinion of Cooley Godward Castro Huddleson & Tatum

23.1                       Consent of KPMG Peat Marwick LLP

23.2                       Consent of Cooley  Godward  Castro  Huddleson & Tatum
                           is contained in Exhibit 5 to this Registration
                           Statement

24                         Power of Attorney is contained on the signature
                           pages.
SIGNATURES

         The Registrant.  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 Los Gatos,  County of
Santa Clara, State of California, on June 6, 1995.

                                                  CAERE CORPORATION

                                                  By  /s/ Blanche M. Sutter
                                                  Blanche M. Sutter
                                                  Vice President, Finance,
                                                  Chief Financial Officer and
                                                  Secretary

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints Robert G. Teresi and Blanche M. Sutter,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.
3.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                          Title                                         Date
/s/ Robert G. Teresi                   Chief Executive Officer                          June 6, 1995
- --------------------------------                                                                      
      Robert G. Teresi                   Chairman of the
                                         Board and Director
                                         (Principal Executive
                                         Officer)

  /s/ Blanche M. Sutter                  Vice President, Finance,                         June 6, 1995
- -------------------------------                                                                       
      Blanche M. Sutter                  Chief Financial Officer
                                         and Secretary (Principal
                                         Financial and Accounting
                                         Officer)

  /s/ James K. Dutton                    Director                                         June 6, 1995
- -------------------------------                                                                       
      James K. Dutton

                                         Director                                         June    , 1995
      Sidney S. Kahn

  /s/ Wayne E. Rosing                    Director                                         June 6, 1995
- ------------------------------                                                                        
      Wayne E. Rosing

  /s/ Frederick W. Zuckerman             Director                                         June 6, 1995
- ----------------------------                                                                          
      Frederick W. Zuckerman
EXHIBIT INDEX

Exhibit                                                       Sequential
Number   Description                                          Page Number

5                 Opinion of Cooley Godward Castro                      7
                  Huddleson & Tatum

23.1              Consent of KPMG Peat Marwick LLP                      8

23.2              Consent of Cooley Godward Castro                      7
                  Huddleson & Tatum is contained
                  in Exhibit 5 to this Registration
                  Statement.

24                Power of Attorney is contained on                     4
                  the signature pages.
June 6, 1995

Caere Corporation
100 Cooper Court
Los Gatos, California  95030

Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Caere Corporation (the "Company") of a Registration Statement
on Form S-8 (the  "Registration  Statement")  with the  Securities  and Exchange
Commission  covering the offering of up to 50,000 shares of the Company's Common
Stock,  $.001 par value,  (the "Common Stock") pursuant to its 1992 Non-Employee
Directors' Stock Option Plan (the "Directors'  Plan") and up to 81,306 shares of
the Common Stock  assumed by the Company  pursuant to the  Agreement and Plan of
Reorganization dated October 14, 1994 between the Company and Calera Recognition
Systems,   Inc.  ("Calera")  formerly  outstanding  pursuant  to  Calera's  1983
Incentive  Stock Option Plan,  1993 Stock Option Plan and 1992  Executive  Stock
Option   Plan  and  any   individual   non-plan   options   ("Calera   Options")
(collectively, the "Shares").

In  connection  with this  opinion,  we have  examined the Agreement and Plan of
Reorganization,   Registration   Statement   and  related   Prospectuses,   your
Certificate of Incorporation and By-laws, as amended,  and such other documents,
records, certificates, memoranda and other instruments as we deem necessary as a
basis for this opinion.  We have assumed the genuineness and authenticity of all
documents  submitted  to us as  originals,  the  conformity  to originals of all
documents submitted to us as copies thereof,  and the due execution and delivery
of all  documents  where due execution  and delivery are a  prerequisite  to the
effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the Shares,  when sold and issued in accordance  with the Directors'  Plan,
the Calera Options, the Registration Statement and related Prospectuses, will be
validly  issued,  fully  paid,  and  nonassessable  (except as to shares  issued
pursuant to certain deferred payment arrangements,  which will be fully paid and
nonassessable when such deferred payments are made in full).

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

Very truly yours,

COOLEY GODWARD CASTRO
HUDDLESON & TATUM

By:   /s/ Peter F. Stone
     -------------------
          Peter F. Stone
Consent of Independent Auditors

The Board of Directors
Caere Corporation

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Caere  Corporation of our report dated January 27, 1995,  relating to the
consolidated  balance sheets of Caere  corporation and subsidiary as of December
31,  1994,  and 1993,  and the  related  consolidated  statements  of  earnings,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1994, and the related  schedule,  which report appears
in the December 31, 1994, annual report on Form 10-K of Caere Corporation.

                                   
                               /S/ KPMG Peat Marwick LLP

Palo Alto, California
June 5, 1995