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<TITLE>                 REGISTRATION STATEMENT
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<PRE>

As filed with the Securities and Exchange Commission on October 15, 2001                         Registration No. 333-
==================================================================================================================================


                                                  <B>SECURITIES AND EXCHANGE COMMISSION</B>
                                                        Washington, D.C. 20549
                                                      ___________________________

                                                               <B>FORM S-8
                                                        REGISTRATION STATEMENT</B>
                                                                 Under
                                                      The Securities Act of 1933
                                                      ___________________________

                                                          <B>FILENET CORPORATION</B>


                  <B>Delaware                                                                              95-3757924</B>
        (State or other jurisdiction                                                         (IRS Employer Identification No.)
     of incorporation or organization)

                                                         <B>3565 Harbor Boulevard
                                                     Costa Mesa, California 92626
                                                      __________________________

                                              FILENET CORPORATION 1995 STOCK OPTION PLAN
                                         FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
                                    FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN


                                                            Lee D. Roberts
                                                 President and Chief Executive Officer
                                                          FILENET CORPORATION
                                          3565 Harbor Boulevard, Costa Mesa, California 92626
                                                            (714) 327-3400
                                                      __________________________

                                                    CALCULATION OF REGISTRATION FEE

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

Title of Securities                Amount to           Proposed Maximum             Proposed Maximum              Amount of
<U>to be Registered</U>                   <U>be Registered (1)</U>   <U>Offering Price per Share (2)</U> <U>Aggregate Offering Price (2)</U>  <U>Registration Fee</U>


<U>FileNET Corporation 1995 Stock</U>
<U>Option Plan</U>
Common Stock, $0.01 par value      1,400,000 shares           $10.79                  $15,106,000.00              $3,776.50

<U>FileNET Corporation 1998 Employee
Stock Purchase Plan</U>
Common Stock, $0.01 par value      300,000 shares (3)         $10.79                  $ 3,237,000.00              $  809.25

<U>FileNET Corporation International
Employee Stock Purchase Plan</U>
Common Stock, $0.01 par value      300,000 shares (3)         $10.79                  $ 3,237,000.00              $  809.25


                                                                                  Aggregate Registration Fee      $5,395.00

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

(1)  This Registration Statement shall also cover any additional  shares of the Registrant's Common Stock that become issuable
     under the FileNET Corporation 1995 Stock Option Plan ("the Option Plan"), the FileNET Corporation 1998 Employee Stock Purchase
     Plan (the "U.S. ESPP"), or the FileNET Corporation International Employee Stock Purchase Plan (the "International ESPP") by
     reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant's
     receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock.

(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 Registrant's Common Stock on October 10, 2001, as reported on the
     Nasdaq National Market.

(3)  These shares may be issued under either the U.S. ESPP or the International ESPP, however, in no case may the aggregate number
     of shares issued under the U.S. Plan and the International Plan and registered hereunder exceed 300,000 shares of the
     Registrant's Common Stock.

<PAGE>



                                                                 II-3

                                                                <B>PART II

                                          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

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

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

         (a)      The  Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Commission
                  on March 27, 2001;

         (b)      The  Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 filed with the
                  Commission on May 14, 2001;

         (c)      The  Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001 filed with the
                  Commission on August 14, 2001;

         (d)      The Registrant's Registration Statement No. 0-15997 on Form 8-A filed with the Commission on June 24, 1987,
                  pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there
                  is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock;

         (e)      The  Registrant's Registration Statement No. 333-00676 on Form S-4 filed with the Commission on January 26, 1996,
                  in which there is described certain rights to purchase shares of Registrant's Common Stock pursuant to a Rights
                  Agreement dated as of November 4, 1988 between FileNET Corporation and The First National Bank of Boston (the
                  "Rights Agreement"); and

         (f)      The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998 filed with the
                  Commission on November 17, 1998, in which certain  amendments to the Rights Agreement between FileNET
                  Corporation and BANKBOSTON N.A., formerly known as The First National Bank of Boston, are set forth.

    All reports and definitive  proxy or information  statements filed pursuant to  Section 13(a),  13(c), 14 or 15(d) of the 1934
Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates  hat 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.  <U>Description of Securities</U>

         Not applicable.


         Item 5.  <U>Interests of Named Experts and Counsel</U>

         Not applicable.

                                                                           II-1
<PAGE>

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

         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 or she 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 or she 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 or her 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 or she
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 or she had no reasonable cause to believe his or her conduct was unlawful.

         The power to indemnify also applies to actions brought by or in the right of the Registrant, 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 on the part of the recipient 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.  <U>Exemption from Registration Claimed</U>

         Not applicable.


         Item 8.  <U>Exhibits</U>

<U><B>Exhibit No.         Exhibit</B></U>

      4             Instruments   Defining  the  Rights  of   Stockholders.   Reference  is  made  to   Registrant's
                    Registration  Statement No. 0-15997 on Form 8-A, together with the exhibits  thereto,  which are
                    incorporated  herein by  reference  pursuant to Items 3(d),  3(e) and 3(f) of this  Registration
                    Statement.
      5             Opinion and Consent of Brobeck, Phleger and Harrison LLP.
     23.1           Independent Auditors' Consent-- Deloitte and Touche LLP.
     23.2           Consent of Brobeck, Phleger and Harrison LLP is contained in Exhibit 5.
     24             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
     99.1           FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 28, 2001).
     99.2           FileNET  Corporation 1998 Employee Stock Purchase Plan (as Amended and Restated  Effective as of
                    May 1, 2001).
     99.3           FileNET  Corporation  International  Employee  Stock  Purchase  Plan (as  Amended  and  Restated
                    Effective as of November 1, 2001).


         Item 9.  <U>Undertakings</U>

         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


                                                                           II-2
<PAGE>

                  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 with or furnished to the Commission 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 FileNET Corporation 1995 Stock Option Plan, FileNET Corporation 1998 Employee Stock
                  Purchase Plan and/or FileNET  Corporation  International Employee Stock Purchase 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 indemnification provisions summarized in Item 6 or
                  otherwise,  the Registrant has been advised that in the opinion of the Commission 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>


                                                                 <B>SIGNATURES</B>

         Pursuant to the requirements of the 1933 Act, 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 October 15, 2001.


                                                     <B>FILENET CORPORATION</B>



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



                                                           <U><B>POWER OF ATTORNEY</B></U>

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of FileNET Corporation, a Delaware corporation, do hereby constitute and appoint
Lee D. Roberts the lawful attorney-in-fact  and agent, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or  requirements of the 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 attorney and agent 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 1933 Act, this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

            <U><B>Signature                                        Title                                     Date</B></U>


/s/  Lee D. Roberts                    Chairman  of the  Board  and  Chief  Executive
Lee D. Roberts                         Officer (Principal Executive Officer)                  October 15, 2001


/s/  Sam Auriemma                      Chief   Financial   Officer  and  Senior  Vice
Sam M. Auriemma                        President,    Finance   (Principal   Financial
                                       Officer and Principal Accounting Officer)              October 15, 2001


                                                                           II-4
<PAGE>

           <U><B>Signature                                        Title                                     Date</B></U>

/s/  Theodore J. Smith                 Director                                               October 15, 2001
Theodore J. Smith


/s/  John C. Savage                    Director                                               October 15, 2001
John C. Savage


/s/  William P. Lyons                  Director                                               October 15, 2001
William P. Lyons


/s/  L. George Klaus                   Director                                               October 15, 2001
L. George Klaus

/s/  Roger S. Siboni                   Director                                               October 15, 2001
Roger S. Siboni


                                                                           II-5

<PAGE>




                                                   SECURITIES AND EXCHANGE COMMISSION
                                                         WASHINGTON, D.C. 20549


                                                                EXHIBITS

                                                                   TO

                                                                FORM S-8

                                                                 UNDER

                                                         SECURITIES ACT OF 1933


                                                          FILENET CORPORATION





<PAGE>




                                                             <U><B>EXHIBIT INDEX</B></U>

<U><B>Exhibit No.       Exhibit</B></U>

      4           Instruments  Defining the Rights of  Stockholders.  Reference is made to Registrant's  Registration
                  Statement No.  0-15997 on Form 8-A,  together  with the exhibits  thereto,  which are  incorporated
                  herein by reference pursuant to Items 3(d), 3(e) and 3(f) of this Registration Statement.
      5           Opinion and Consent of Brobeck, Phleger and Harrison LLP.
     23.1         Independent Auditors' Consent-- Deloitte and Touche LLP.
     23.2         Consent of Brobeck, Phleger and Harrison LLP is contained in Exhibit 5.
     24           Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
     99.1         FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 28, 2001).
     99.2         FileNET  Corporation 1998 Employee Stock Purchase Plan (as Amended and Restated Effective as of May
                  1, 2001).
     99.3         FileNET Corporation  International  Employee Stock Purchase Plan (as Amended and Restated Effective
                  as of November 1, 2001).



<PAGE>


                                                               <U><B>EXHIBIT 5</B></U>

                                        <U><B>OPINION AND CONSENT OF BROBECK, PHLEGER AND HARRISON LLP</B></U>



                                                      October 12, 2001


FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA  92626


         Re:      FileNET Corporation - Registration Statement for Offering of an
                  <U>Aggregate of 1,700,000 Shares of Common Stock</U>


Ladies and Gentlemen:

         We have acted as counsel to FileNET Corporation,  a Delaware corporation (the "Company"),  in connection with the registration
on Form S-8 (the  "Registration  Statement") under the Securities Act of 1933, as amended (the "Act"),  of (a) an additional  1,400,000
shares of the Company's  common stock for issuance under the FileNET  Corporation 1995 Stock Option Plan (the "Option Plan") and (b) an
additional  300,000  shares of the Company's  common stock for issuance in the aggregate  under the FileNET  Corporation  1998 Employee
Stock Purchase Plan (the "Purchase Plan") and the FileNET  Corporation  International  Employee Stock Purchase Plan (the "International
Plan," and together with the Option Plan and the Purchase Plan, the "Plans").

         This  opinion  is being  furnished  in  accordance  with the  requirements  of Item 8 of Form  S-8 and  Item  601(b)(5)(i)  of
Regulation S-K.

         We have reviewed the Company's  charter  documents and the corporate  proceedings  taken by the Company in connection with the
establishment  and  amendment  of the  Plans.  Based on such  review,  we are of the  opinion  that if,  as and when the  shares of the
Company's  common stock have been issued and sold (and the  consideration  therefor  received)  pursuant to (i) the provisions of stock
option  agreements  duly  authorized  under the Option Plan and in accordance  with the  Registration  Statement,  (ii) duly authorized
direct stock issuances  under the Option Plan effected in accordance  with the  Registration  Statement,  (iii) duly  authorized  stock
purchase rights issued under the Purchase Plan effected in accordance with the Registration  Statement,  and (iv) duly authorized stock
purchase rights issued under the International  Plan effected in accordance with the Registration  Statement,  such shares will be duly
authorized, legally issued, fully paid and nonassessable.

         We consent to the filing of this opinion  letter as Exhibit 5 to the  Registration  Statement.  In giving this consent,  we do
not thereby  admit that we are within the  category of persons  whose  consent is required  under  Section 7 of the Act,  the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

         This opinion  letter is rendered as of the date first  written  above and we disclaim any  obligation  to advise you of facts,
circumstances,  events or  developments  which  hereafter  may be brought to our  attention  and which may alter,  affect or modify the
opinion  expressed  herein.  Our opinion is  expressly  limited to the  matters  set forth  above and we render no opinion,  whether by
implication  or otherwise,  as to any other  matters  relating to the Company,  the Plans or the shares of the  Company's  common stock
issuable under those Plans.

                                                     Very truly yours,


                                                     <U>/s/  Brobeck, Phleger and Harrison LLP     </U>


                                                     BROBECK, PHLEGER AND HARRISON LLP


<PAGE>


                                                             <B>EXHIBIT 23.1

                                                     INDEPENDENT AUDITORS' CONSENT</B>


We consent to the  incorporation by reference in this  Registration  Statement of FileNET  Corporation on Form S-8 of our reports dated
January 23, 2001, appearing in the Annual Report on Form 10-K of FileNET Corporation for the year ended December 31, 2000.



<U>/s/  Deloitte and Touche LLP     </U>

Deloitte and Touche LLP

Costa Mesa, California
October 12, 2001




<PAGE>


                                                             <B>EXHIBIT 99.1

                                              FILENET CORPORATION 1995 STOCK OPTION PLAN

                                            (As Amended and Restated Through March 28, 2001)



<PAGE>


                                                             EXHIBIT 99.2

                                         FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN

                                             (As Amended and Restated Through May 1, 2001)




<PAGE>


                                                             EXHIBIT 99.3

                                    FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                                       (As Amended and Restated Effective as of November 1, 2001)</B>

</PRE>
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{"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": "333-71598", "film-number": "1759342"}, "business-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7149663400"}, "mail-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "926261420"}, "former-company": {"former-conformed-name": "FILEX CORP", "date-changed": "19830915"}}
REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on October 15, 2001                         Registration No. 333-
==================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                                      ___________________________
FORM S-8
                                                        REGISTRATION STATEMENT
Under
                                                      The Securities Act of 1933
                                                      ___________________________
FILENET CORPORATION
Delaware                                                                              95-3757924
(State or other jurisdiction                                                         (IRS Employer Identification No.)
     of incorporation or organization)
3565 Harbor Boulevard
                                                     Costa Mesa, California 92626
                                                      __________________________

                                              FILENET CORPORATION 1995 STOCK OPTION PLAN
                                         FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
                                    FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                                                            Lee D. Roberts
                                                 President and Chief Executive Officer
                                                          FILENET CORPORATION
                                          3565 Harbor Boulevard, Costa Mesa, California 92626
                                                            (714) 327-3400
                                                      __________________________

                                                    CALCULATION OF REGISTRATION FEE

==================================================================================================================================
Title of Securities                Amount to           Proposed Maximum             Proposed Maximum              Amount of
to be Registered
be Registered (1)
Offering Price per Share (2)
Aggregate Offering Price (2)
Registration Fee
FileNET Corporation 1995 Stock
Option Plan
Common Stock, $0.01 par value      1,400,000 shares           $10.79                  $15,106,000.00              $3,776.50
FileNET Corporation 1998 Employee
Stock Purchase Plan
Common Stock, $0.01 par value      300,000 shares (3)         $10.79                  $ 3,237,000.00              $  809.25
FileNET Corporation International
Employee Stock Purchase Plan
Common Stock, $0.01 par value      300,000 shares (3)         $10.79                  $ 3,237,000.00              $  809.25

                                                                                  Aggregate Registration Fee      $5,395.00
==================================================================================================================================
(1)  This Registration Statement shall also cover any additional  shares of the Registrant's Common Stock that become issuable
     under the FileNET Corporation 1995 Stock Option Plan ("the Option Plan"), the FileNET Corporation 1998 Employee Stock Purchase
     Plan (the "U.S. ESPP"), or the FileNET Corporation International Employee Stock Purchase Plan (the "International ESPP") by
     reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant's
     receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock.

(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 Registrant's Common Stock on October 10, 2001, as reported on the
     Nasdaq National Market.

(3)  These shares may be issued under either the U.S. ESPP or the International ESPP, however, in no case may the aggregate number
     of shares issued under the U.S. Plan and the International Plan and registered hereunder exceed 300,000 shares of the
     Registrant's Common Stock.
II-3
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 "Commission"):

         (a)      The  Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Commission
                  on March 27, 2001;

         (b)      The  Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 filed with the
                  Commission on May 14, 2001;

         (c)      The  Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001 filed with the
                  Commission on August 14, 2001;

         (d)      The Registrant's Registration Statement No. 0-15997 on Form 8-A filed with the Commission on June 24, 1987,
                  pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there
                  is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock;

         (e)      The  Registrant's Registration Statement No. 333-00676 on Form S-4 filed with the Commission on January 26, 1996,
                  in which there is described certain rights to purchase shares of Registrant's Common Stock pursuant to a Rights
                  Agreement dated as of November 4, 1988 between FileNET Corporation and The First National Bank of Boston (the
                  "Rights Agreement"); and

         (f)      The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998 filed with the
                  Commission on November 17, 1998, in which certain  amendments to the Rights Agreement between FileNET
                  Corporation and BANKBOSTON N.A., formerly known as The First National Bank of Boston, are set forth.

    All reports and definitive  proxy or information  statements filed pursuant to  Section 13(a),  13(c), 14 or 15(d) of the 1934
Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates  hat 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.

                                                                           II-1
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 or she 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 or she 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 or her 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 or she
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 or she had no reasonable cause to believe his or her conduct was unlawful.

         The power to indemnify also applies to actions brought by or in the right of the Registrant, 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 on the part of the recipient 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
4             Instruments   Defining  the  Rights  of   Stockholders.   Reference  is  made  to   Registrant's
                    Registration  Statement No. 0-15997 on Form 8-A, together with the exhibits  thereto,  which are
                    incorporated  herein by  reference  pursuant to Items 3(d),  3(e) and 3(f) of this  Registration
                    Statement.
      5             Opinion and Consent of Brobeck, Phleger and Harrison LLP.
     23.1           Independent Auditors' Consent-- Deloitte and Touche LLP.
     23.2           Consent of Brobeck, Phleger and Harrison LLP is contained in Exhibit 5.
     24             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
     99.1           FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 28, 2001).
     99.2           FileNET  Corporation 1998 Employee Stock Purchase Plan (as Amended and Restated  Effective as of
                    May 1, 2001).
     99.3           FileNET  Corporation  International  Employee  Stock  Purchase  Plan (as  Amended  and  Restated
                    Effective as of November 1, 2001).

         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

                                                                           II-2
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 with or furnished to the Commission 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 FileNET Corporation 1995 Stock Option Plan, FileNET Corporation 1998 Employee Stock
                  Purchase Plan and/or FileNET  Corporation  International Employee Stock Purchase 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 indemnification provisions summarized in Item 6 or
                  otherwise,  the Registrant has been advised that in the opinion of the Commission 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 1933 Act, 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 October 15, 2001.
FILENET CORPORATION
By:
/s/  Lee D. Roberts
Lee D. Roberts
                                                          Chairman of the Board and Chief Executive Officer
                                                          (Principal 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
Lee D. Roberts the lawful attorney-in-fact  and agent, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said
corporation to comply with the 1933 Act, and any rules or regulations or  requirements of the 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 attorney and agent 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 1933 Act, this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                        Title                                     Date
/s/  Lee D. Roberts                    Chairman  of the  Board  and  Chief  Executive
Lee D. Roberts                         Officer (Principal Executive Officer)                  October 15, 2001

/s/  Sam Auriemma                      Chief   Financial   Officer  and  Senior  Vice
Sam M. Auriemma                        President,    Finance   (Principal   Financial
                                       Officer and Principal Accounting Officer)              October 15, 2001

                                                                           II-4
Signature                                        Title                                     Date
/s/  Theodore J. Smith                 Director                                               October 15, 2001
Theodore J. Smith

/s/  John C. Savage                    Director                                               October 15, 2001
John C. Savage

/s/  William P. Lyons                  Director                                               October 15, 2001
William P. Lyons

/s/  L. George Klaus                   Director                                               October 15, 2001
L. George Klaus

/s/  Roger S. Siboni                   Director                                               October 15, 2001
Roger S. Siboni

                                                                           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
4           Instruments  Defining the Rights of  Stockholders.  Reference is made to Registrant's  Registration
                  Statement No.  0-15997 on Form 8-A,  together  with the exhibits  thereto,  which are  incorporated
                  herein by reference pursuant to Items 3(d), 3(e) and 3(f) of this Registration Statement.
      5           Opinion and Consent of Brobeck, Phleger and Harrison LLP.
     23.1         Independent Auditors' Consent-- Deloitte and Touche LLP.
     23.2         Consent of Brobeck, Phleger and Harrison LLP is contained in Exhibit 5.
     24           Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
     99.1         FileNET Corporation 1995 Stock Option Plan (as Amended and Restated Through March 28, 2001).
     99.2         FileNET  Corporation 1998 Employee Stock Purchase Plan (as Amended and Restated Effective as of May
                  1, 2001).
     99.3         FileNET Corporation  International  Employee Stock Purchase Plan (as Amended and Restated Effective
                  as of November 1, 2001).
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER AND HARRISON LLP
October 12, 2001

FileNET Corporation
3565 Harbor Boulevard
Costa Mesa, CA  92626

         Re:      FileNET Corporation - Registration Statement for Offering of an
Aggregate of 1,700,000 Shares of Common Stock
Ladies and Gentlemen:

         We have acted as counsel to FileNET Corporation,  a Delaware corporation (the "Company"),  in connection with the registration
on Form S-8 (the  "Registration  Statement") under the Securities Act of 1933, as amended (the "Act"),  of (a) an additional  1,400,000
shares of the Company's  common stock for issuance under the FileNET  Corporation 1995 Stock Option Plan (the "Option Plan") and (b) an
additional  300,000  shares of the Company's  common stock for issuance in the aggregate  under the FileNET  Corporation  1998 Employee
Stock Purchase Plan (the "Purchase Plan") and the FileNET  Corporation  International  Employee Stock Purchase Plan (the "International
Plan," and together with the Option Plan and the Purchase Plan, the "Plans").

         This  opinion  is being  furnished  in  accordance  with the  requirements  of Item 8 of Form  S-8 and  Item  601(b)(5)(i)  of
Regulation S-K.

         We have reviewed the Company's  charter  documents and the corporate  proceedings  taken by the Company in connection with the
establishment  and  amendment  of the  Plans.  Based on such  review,  we are of the  opinion  that if,  as and when the  shares of the
Company's  common stock have been issued and sold (and the  consideration  therefor  received)  pursuant to (i) the provisions of stock
option  agreements  duly  authorized  under the Option Plan and in accordance  with the  Registration  Statement,  (ii) duly authorized
direct stock issuances  under the Option Plan effected in accordance  with the  Registration  Statement,  (iii) duly  authorized  stock
purchase rights issued under the Purchase Plan effected in accordance with the Registration  Statement,  and (iv) duly authorized stock
purchase rights issued under the International  Plan effected in accordance with the Registration  Statement,  such shares will be duly
authorized, legally issued, fully paid and nonassessable.

         We consent to the filing of this opinion  letter as Exhibit 5 to the  Registration  Statement.  In giving this consent,  we do
not thereby  admit that we are within the  category of persons  whose  consent is required  under  Section 7 of the Act,  the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

         This opinion  letter is rendered as of the date first  written  above and we disclaim any  obligation  to advise you of facts,
circumstances,  events or  developments  which  hereafter  may be brought to our  attention  and which may alter,  affect or modify the
opinion  expressed  herein.  Our opinion is  expressly  limited to the  matters  set forth  above and we render no opinion,  whether by
implication  or otherwise,  as to any other  matters  relating to the Company,  the Plans or the shares of the  Company's  common stock
issuable under those Plans.

                                                     Very truly yours,
/s/  Brobeck, Phleger and Harrison LLP
BROBECK, PHLEGER AND HARRISON LLP
EXHIBIT 23.1

                                                     INDEPENDENT AUDITORS' CONSENT
We consent to the  incorporation by reference in this  Registration  Statement of FileNET  Corporation on Form S-8 of our reports dated
January 23, 2001, appearing in the Annual Report on Form 10-K of FileNET Corporation for the year ended December 31, 2000.
/s/  Deloitte and Touche LLP
Deloitte and Touche LLP

Costa Mesa, California
October 12, 2001
EXHIBIT 99.1

                                              FILENET CORPORATION 1995 STOCK OPTION PLAN

                                            (As Amended and Restated Through March 28, 2001)
EXHIBIT 99.2

                                         FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN

                                             (As Amended and Restated Through May 1, 2001)
EXHIBIT 99.3

                                    FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                                       (As Amended and Restated Effective as of November 1, 2001)