As filed with the Securities and Exchange Commission on August 20, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               FILENET CORPORATION
             (Exact name of Registrant as specified in its charter)
              Delaware                                     95-3757924
    (State or other jurisdiction              (IRS Employer Identification No.)
  of incorporation or organization)
                              3565 Harbor Boulevard
                          Costa Mesa, California 92626
               (Address of principal executive offices) (Zip code)
                       ---------------------------------
                             1995 STOCK OPTION PLAN
                   1988 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                  CERTAIN OPTION GRANT TO MR. ROBERTS PURSUANT
                        TO WRITTEN COMPENSATION AGREEMENT
                 CERTAIN OPTION GRANT TO MR. ERCANBRACK PURSUANT
                        TO WRITTEN COMPENSATION AGREEMENT
                            (Full title of the Plans)
                       ---------------------------------
                                Theodore J. Smith
                Chairman of the Board and Chief Executive Officer
                               FILENET CORPORATION
               3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 966-3400
          (Telephone number, including area code, of agent for service)
                       ---------------------------------
                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                              Proposed              Proposed
        Title of                                               Maximum               Maximum
       Securities                        Amount               Offering              Aggregate             Amount of
          to be                          to be                  Price               Offering            Registration
       Registered                     Registered(1)           per Share               Price                  Fee
<S>                                <C>                       <C>                  <C>                      <C>
1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value                    600,000 shares            $18.8125(2)          $11,287,500(2)           $3,420

1988 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Common  Stock,
$0.01 par value                    150,000 shares            $18.8125(2)           $2,821875(2)              $855

OPTION GRANT TO MR. ROBERTS
Common Stock,
$0.01 par value                    300,000 shares            $14.3125(3)           $4,293,750(3)           $1,302

OPTION GRANT TO MR. ERCANBRACK
Common Stock,
$0.01 par value                     80,000 shares             $15.06(4)            $1,204,800(4)             $365
</TABLE>

                                            Aggregate Filing Fee $5,942
================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under the 1995 Stock Option Plan,  the
     1988  Employee  Qualified  Stock  Purchase  Plan,  the Option  Grant to Mr.
     Roberts  or the  Option  Grant to Mr.  Ercanbrack  by  reason  of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of outstanding shares of Common Stock of FileNet Corporation.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of FileNet  Corporation on
     August 15, 1997, as reported on the Nasdaq National Market.

(3)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933, as amended,  on the basis of the exercise price in
     effect for the Option Grant made to Mr. Roberts.

(4)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933, as amended,  on the basis of the exercise price in
     effect for the Option Grant made to Mr. Ercanbrack.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996, filed with the SEC on April 4, 1997;

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
          June 30, 1997, and March 31, 1997,  filed  with the SEC on August 145,
          1997, and May 15, 1997, respectively; and

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


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


Item 4.  Description of Securities

     Not applicable.


Item 5.  Interests of Named Experts and Counsel

     Not applicable.


Item 6.  Indemnification of Directors and Officers

     Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware,  the Registrant as a Delaware  corporation  has power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action  by or in the right of the  Registrant)  by reason of the fact that he 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

<PAGE>

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 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  Rights  of  Stockholders.   Reference  is  made  to
     Registrant's  Registration Statement No. 0-15997 on Form 8-A thereto, which
     is  incorporated  herein  by  reference  pursuant  to  Item  3(c)  of  this
     Registration Statement.
5    Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants -- Deloitte & Touche LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24   Power of  Attorney.  Reference  is made to page  II-4 of this  Registration
     Statement.
99.1 1995 Stock Option Plan (as Amended and Restated March 20, 1997).
99.2 Form of Notice  of Grant of Stock  Option  (incorporated  by  reference  to
     Exhibit No. 99.2 of Registration Statement No. 33-80899).
99.3 Form of Stock Option  Agreement  (incorporated  by reference to Exhibit No.
     99.3 of Registration Statement No. 33-80899).
99.4 Form  of  Addendum  to  Stock  Option  Agreement:  Involuntary  Termination
     Following Corporate  Transaction  (incorporated by reference to Exhibit No.
     99.4 of Registration Statement No. 33-80899).
99.5 Form  of  Addendum  to  Stock  Option  Agreement:  Involuntary  Termination
     Following Change in Control  (incorporated by reference to Exhibit No. 99.5
     of Registration Statement No. 33-80899).
99.6 Form of Salary Reduction  Option Grant Election  (incorporated by reference
     to Exhibit No. 99.6 of Registration Statement No. 33-80899).
99.7 Form of  Notice  of Grant  under  Salary  Reduction  Option  Grant  Program
     (incorporated  by reference to Exhibit No. 99.7 of  Registration  Statement
     No. 33-80899).
99.8 Form of Salary Reduction Stock Option Agreement  (incorporated by reference
     to Exhibit No. 99.8 of Registration Statement No. 33-80899).
99.9 Form of Notice of Grant of  Non-Employee  Director  Automatic Stock Option:
     Initial   Grant   (incorporated   by  reference  to  Exhibit  No.  99.9  of
     Registration Statement No. 33-80899).
99.10Form of Notice of Grant of  Non-Employee  Director  Automatic Stock Option:
     Annual   Grant   (incorporated   by  reference  to  Exhibit  No.  99.10  of
     Registration Statement No. 33-80899).

                                  II-2

<PAGE>

99.11Form of Automatic Stock Option Agreement.
99.12Form of Director  Fee  Election  (incorporated  by reference to Exhibit No.
     99.12 of Registration Statement No. 33-80899).
99.13Form of  Notice  of Grant  of  Non-Employee  Director  Stock  Option  under
     Director Fee Option Grant Program (incorporated by reference to Exhibit No.
     99.13 of Registration Statement No. 33-80899).
99.14Form of Director Fee Stock Option  Agreement  (incorporated by reference to
     Exhibit No. 99.14 of Registration Statement No. 33-80899).
99.151988  Employee  Qualified  Stock  Purchase  Plan (as Amended  and  Restated
     through 3/20/97).
99.16Written Compensation Agreement between Registrant and Mr. Roberts.
99.17Non-Statutory  Stock Option Agreement (with Notice of Grant of Stock Option
     and Special Addendum) between Registrant and Mr. Roberts.
99.18Written Compensation Agreement between Registrant and Mr. Ercanbrack.
99.19Non-Statutory  Stock Option Agreement (with Notice of Grant of Stock Option
     and Special Addendum) between Registrant and Mr. Ercanbrack.

Item 9.  Undertakings

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the  Securities  Act of 1933,  as amended (the "1933 Act"),  (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of this  Registration  Statement  (or the most recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the  information  set  forth in this  Registration  Statement,  and  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in this  Registration  Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this  Registration  Statement;  (2) that
for the  purpose of  determining  any  liability  under the 1933 Act,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being registered which remain unsold upon the termination of the
Registrant's  1995  Stock  Option  Plan or the  1988  Employee  Qualified  Stock
Purchase Plan or upon the  expiration of the Option Grant made to Mr. Roberts or
the Option Grant made to Mr. Ercanbrack.

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

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

                                      II-3

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Costa Mesa, State of California on August 20, 1997.


                                                       FILENET CORPORATION


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



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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


Signatures                          Title                          Date




/s/ Theodore J. Smith      Chairman of the Board and             August 20, 1997
Theodore J. Smith          Chief Executive Officer
                           (Principal Executive Officer)


                                      II-4

<PAGE>

Signatures                          Title                         Date




/s/Lee David Roberts       President and Chief Operating Officer August 20, 1997
Lee David Roberts          




/s/ Mark S. St. Clare      Senior Vice President, Finance,       August 20, 1997
Mark S. St. Clare          Chief Financial Officer & Secretary
                           (Principal Financial Officer)
                           (Principal Accounting Officer)




/s/ Frederick K. Fluegel   Director                                July 16, 1997
Frederick K. Fluegel




/s/ John C. Savage         Director                              August 20, 1997
John C. Savage




/s/ William P. Lyons       Director                              August 20, 1997
William P. Lyons

                                      II-5

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               FILENET CORPORATION



<PAGE>

                                  EXHIBIT INDEX

Exhibit
 No.      Exhibit

4         Instruments  Defining  Rights of  Stockholders.  Reference  is made to
          Registrant's  Registration  Statement No. 0-15997 on Form 8-A thereto,
          which is  incorporated  herein by  reference  pursuant to Item 3(c) of
          this Registration Statement.
5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1      Consent of Independent Accountants -- Deloitte & Touche LLP.
23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24        Power of Attorney. Reference is made to page II-4 of this Registration
          Statement.
99.1      1995 Stock Option Plan (As Amended and Restated March 20, 1997).
99.2      Form of Notice of Grant of Stock Option  (incorporated by reference to
          Exhibit No. 99.2 of Registration Statement No. 33-80899).
99.3      Form of Stock Option  Agreement  (incorporated by reference to Exhibit
          No. 99.3 of Registration Statement No. 33-80899).
99.4      Form of Addendum to Stock Option  Agreement:  Involuntary  Termination
          Following Corporate Transaction  (incorporated by reference to Exhibit
          No. 99.4 of Registration Statement No. 33-80899).
99.5      Form of Addendum to Stock Option  Agreement:  Involuntary  Termination
          Following Change in Control  (incorporated by reference to Exhibit No.
          99.5 of Registration Statement No. 33-80899).
99.6      Form of  Salary  Reduction  Option  Grant  Election  (incorporated  by
          reference to Exhibit No. 99.6 of Registration Statement No. 33-80899).
99.7      Form of Notice of Grant under Salary  Reduction  Option Grant Program.
          (incorporated  by  reference  to  Exhibit  No.  99.7  of  Registration
          Statement No. 33-80899).
99.8      Form of Salary  Reduction  Stock  Option  Agreement  (incorporated  by
          reference to Exhibit No. 99.8 of Registration Statement No. 33-80899).
99.9      Form of  Notice  of Grant of  Non-Employee  Director  Automatic  Stock
          Option:  Initial Grant  (incorporated by reference to Exhibit No. 99.9
          of Registration Statement No. 33-80899).
99.10     Form of  Notice  of Grant of  Non-Employee  Director  Automatic  Stock
          Option:  Annual Grant  (incorporated by reference to Exhibit No. 99.10
          of Registration Statement No. 33-80899).
99.11     Form of Automatic Stock Option Agreement.
99.12     Form of Director  Fee Election  (incorporated  by reference to Exhibit
          No. 99.12 of Registration Statement No. 33-80899).
99.13     Form of Notice of Grant of  Non-Employee  Director  Stock Option under
          Director  Fee Option  Grant  Program  (incorporated  by  reference  to
          Exhibit No. 99.13 of Registration Statement No. 33-80899).
99.14     Form  of  Director  Fee  Stock  Option   Agreement   (incorporated  by
          reference  to  Exhibit  No.  99.14  of   Registration   Statement  No.
          33-80899).
99.15     1988 Employee  Qualified  Stock Purchase Plan (As Amended and Restated
          through 3/20/97).
99.16     Written Compensation Agreement between Registrant and Mr. Roberts.
99.17     Non-Statutory  Stock Option  Agreement  (with Notice of Grant of Stock
          Option and Special Addendum) between Registrant and Mr. Roberts. 99.18
          Written Compensation Agreement between Registrant and Mr. Ercanbrack.
99.19     Non-Statutory  Stock Option  Agreement  (with Notice of Grant of Stock
          Option and Special Addendum) between Registrant and Mr. Ercanbrack.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24424}]
{"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": "333-34031", "film-number": "97667192"}, "business-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "926261420", "phone": "7149663400"}, "mail-address": {"street1": "3565 HARBOR BLVD", "city": "COSTA MESA", "state": "CA", "zip": "926261420"}}
As filed with the Securities and Exchange Commission on August 20, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               FILENET CORPORATION
             (Exact name of Registrant as specified in its charter)
              Delaware                                     95-3757924
    (State or other jurisdiction              (IRS Employer Identification No.)
  of incorporation or organization)
                              3565 Harbor Boulevard
                          Costa Mesa, California 92626
               (Address of principal executive offices) (Zip code)
                       ---------------------------------
                             1995 STOCK OPTION PLAN
                   1988 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                  CERTAIN OPTION GRANT TO MR. ROBERTS PURSUANT
                        TO WRITTEN COMPENSATION AGREEMENT
                 CERTAIN OPTION GRANT TO MR. ERCANBRACK PURSUANT
                        TO WRITTEN COMPENSATION AGREEMENT
                            (Full title of the Plans)
                       ---------------------------------
                                Theodore J. Smith
                Chairman of the Board and Chief Executive Officer
                               FILENET CORPORATION
               3565 Harbor Boulevard, Costa Mesa, California 92626
                                 (714) 966-3400
          (Telephone number, including area code, of agent for service)
                       ---------------------------------
                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed              Proposed
        Title of                                               Maximum               Maximum
       Securities                        Amount               Offering              Aggregate             Amount of
          to be                          to be                  Price               Offering            Registration
       Registered                     Registered(1)           per Share               Price                  Fee
1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value                    600,000 shares            $18.8125(2)          $11,287,500(2)           $3,420

1988 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Common  Stock,
$0.01 par value                    150,000 shares            $18.8125(2)           $2,821875(2)              $855

OPTION GRANT TO MR. ROBERTS
Common Stock,
$0.01 par value                    300,000 shares            $14.3125(3)           $4,293,750(3)           $1,302

OPTION GRANT TO MR. ERCANBRACK
Common Stock,
$0.01 par value                     80,000 shares             $15.06(4)            $1,204,800(4)             $365
Aggregate Filing Fee $5,942
================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under the 1995 Stock Option Plan,  the
     1988  Employee  Qualified  Stock  Purchase  Plan,  the Option  Grant to Mr.
     Roberts  or the  Option  Grant to Mr.  Ercanbrack  by  reason  of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of outstanding shares of Common Stock of FileNet Corporation.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of FileNet  Corporation on
     August 15, 1997, as reported on the Nasdaq National Market.

(3)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933, as amended,  on the basis of the exercise price in
     effect for the Option Grant made to Mr. Roberts.

(4)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933, as amended,  on the basis of the exercise price in
     effect for the Option Grant made to Mr. Ercanbrack.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996, filed with the SEC on April 4, 1997;

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
          June 30, 1997, and March 31, 1997,  filed  with the SEC on August 145,
          1997, and May 15, 1997, respectively; and

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

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

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware,  the Registrant as a Delaware  corporation  has power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action  by or in the right of the  Registrant)  by reason of the fact that he 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 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  Rights  of  Stockholders.   Reference  is  made  to
     Registrant's  Registration Statement No. 0-15997 on Form 8-A thereto, which
     is  incorporated  herein  by  reference  pursuant  to  Item  3(c)  of  this
     Registration Statement.
5    Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants -- Deloitte & Touche LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24   Power of  Attorney.  Reference  is made to page  II-4 of this  Registration
     Statement.
99.1 1995 Stock Option Plan (as Amended and Restated March 20, 1997).
99.2 Form of Notice  of Grant of Stock  Option  (incorporated  by  reference  to
     Exhibit No. 99.2 of Registration Statement No. 33-80899).
99.3 Form of Stock Option  Agreement  (incorporated  by reference to Exhibit No.
     99.3 of Registration Statement No. 33-80899).
99.4 Form  of  Addendum  to  Stock  Option  Agreement:  Involuntary  Termination
     Following Corporate  Transaction  (incorporated by reference to Exhibit No.
     99.4 of Registration Statement No. 33-80899).
99.5 Form  of  Addendum  to  Stock  Option  Agreement:  Involuntary  Termination
     Following Change in Control  (incorporated by reference to Exhibit No. 99.5
     of Registration Statement No. 33-80899).
99.6 Form of Salary Reduction  Option Grant Election  (incorporated by reference
     to Exhibit No. 99.6 of Registration Statement No. 33-80899).
99.7 Form of  Notice  of Grant  under  Salary  Reduction  Option  Grant  Program
     (incorporated  by reference to Exhibit No. 99.7 of  Registration  Statement
     No. 33-80899).
99.8 Form of Salary Reduction Stock Option Agreement  (incorporated by reference
     to Exhibit No. 99.8 of Registration Statement No. 33-80899).
99.9 Form of Notice of Grant of  Non-Employee  Director  Automatic Stock Option:
     Initial   Grant   (incorporated   by  reference  to  Exhibit  No.  99.9  of
     Registration Statement No. 33-80899).
99.10Form of Notice of Grant of  Non-Employee  Director  Automatic Stock Option:
     Annual   Grant   (incorporated   by  reference  to  Exhibit  No.  99.10  of
     Registration Statement No. 33-80899).

                                  II-2
99.11Form of Automatic Stock Option Agreement.
99.12Form of Director  Fee  Election  (incorporated  by reference to Exhibit No.
     99.12 of Registration Statement No. 33-80899).
99.13Form of  Notice  of Grant  of  Non-Employee  Director  Stock  Option  under
     Director Fee Option Grant Program (incorporated by reference to Exhibit No.
     99.13 of Registration Statement No. 33-80899).
99.14Form of Director Fee Stock Option  Agreement  (incorporated by reference to
     Exhibit No. 99.14 of Registration Statement No. 33-80899).
99.151988  Employee  Qualified  Stock  Purchase  Plan (as Amended  and  Restated
     through 3/20/97).
99.16Written Compensation Agreement between Registrant and Mr. Roberts.
99.17Non-Statutory  Stock Option Agreement (with Notice of Grant of Stock Option
     and Special Addendum) between Registrant and Mr. Roberts.
99.18Written Compensation Agreement between Registrant and Mr. Ercanbrack.
99.19Non-Statutory  Stock Option Agreement (with Notice of Grant of Stock Option
     and Special Addendum) between Registrant and Mr. Ercanbrack.

Item 9.  Undertakings

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the  Securities  Act of 1933,  as amended (the "1933 Act"),  (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of this  Registration  Statement  (or the most recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the  information  set  forth in this  Registration  Statement,  and  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in this  Registration  Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this  Registration  Statement;  (2) that
for the  purpose of  determining  any  liability  under the 1933 Act,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being registered which remain unsold upon the termination of the
Registrant's  1995  Stock  Option  Plan or the  1988  Employee  Qualified  Stock
Purchase Plan or upon the  expiration of the Option Grant made to Mr. Roberts or
the Option Grant made to Mr. Ercanbrack.

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

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

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Costa Mesa, State of California on August 20, 1997.

                                                       FILENET CORPORATION

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

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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

Signatures                          Title                          Date

/s/ Theodore J. Smith      Chairman of the Board and             August 20, 1997
Theodore J. Smith          Chief Executive Officer
                           (Principal Executive Officer)

                                      II-4
Signatures                          Title                         Date

/s/Lee David Roberts       President and Chief Operating Officer August 20, 1997
Lee David Roberts          

/s/ Mark S. St. Clare      Senior Vice President, Finance,       August 20, 1997
Mark S. St. Clare          Chief Financial Officer & Secretary
                           (Principal Financial Officer)
                           (Principal Accounting Officer)

/s/ Frederick K. Fluegel   Director                                July 16, 1997
Frederick K. Fluegel

/s/ John C. Savage         Director                              August 20, 1997
John C. Savage

/s/ William P. Lyons       Director                              August 20, 1997
William P. Lyons

                                      II-5
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               FILENET CORPORATION
EXHIBIT INDEX

Exhibit
 No.      Exhibit

4         Instruments  Defining  Rights of  Stockholders.  Reference  is made to
          Registrant's  Registration  Statement No. 0-15997 on Form 8-A thereto,
          which is  incorporated  herein by  reference  pursuant to Item 3(c) of
          this Registration Statement.
5         Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1      Consent of Independent Accountants -- Deloitte & Touche LLP.
23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24        Power of Attorney. Reference is made to page II-4 of this Registration
          Statement.
99.1      1995 Stock Option Plan (As Amended and Restated March 20, 1997).
99.2      Form of Notice of Grant of Stock Option  (incorporated by reference to
          Exhibit No. 99.2 of Registration Statement No. 33-80899).
99.3      Form of Stock Option  Agreement  (incorporated by reference to Exhibit
          No. 99.3 of Registration Statement No. 33-80899).
99.4      Form of Addendum to Stock Option  Agreement:  Involuntary  Termination
          Following Corporate Transaction  (incorporated by reference to Exhibit
          No. 99.4 of Registration Statement No. 33-80899).
99.5      Form of Addendum to Stock Option  Agreement:  Involuntary  Termination
          Following Change in Control  (incorporated by reference to Exhibit No.
          99.5 of Registration Statement No. 33-80899).
99.6      Form of  Salary  Reduction  Option  Grant  Election  (incorporated  by
          reference to Exhibit No. 99.6 of Registration Statement No. 33-80899).
99.7      Form of Notice of Grant under Salary  Reduction  Option Grant Program.
          (incorporated  by  reference  to  Exhibit  No.  99.7  of  Registration
          Statement No. 33-80899).
99.8      Form of Salary  Reduction  Stock  Option  Agreement  (incorporated  by
          reference to Exhibit No. 99.8 of Registration Statement No. 33-80899).
99.9      Form of  Notice  of Grant of  Non-Employee  Director  Automatic  Stock
          Option:  Initial Grant  (incorporated by reference to Exhibit No. 99.9
          of Registration Statement No. 33-80899).
99.10     Form of  Notice  of Grant of  Non-Employee  Director  Automatic  Stock
          Option:  Annual Grant  (incorporated by reference to Exhibit No. 99.10
          of Registration Statement No. 33-80899).
99.11     Form of Automatic Stock Option Agreement.
99.12     Form of Director  Fee Election  (incorporated  by reference to Exhibit
          No. 99.12 of Registration Statement No. 33-80899).
99.13     Form of Notice of Grant of  Non-Employee  Director  Stock Option under
          Director  Fee Option  Grant  Program  (incorporated  by  reference  to
          Exhibit No. 99.13 of Registration Statement No. 33-80899).
99.14     Form  of  Director  Fee  Stock  Option   Agreement   (incorporated  by
          reference  to  Exhibit  No.  99.14  of   Registration   Statement  No.
          33-80899).
99.15     1988 Employee  Qualified  Stock Purchase Plan (As Amended and Restated
          through 3/20/97).
99.16     Written Compensation Agreement between Registrant and Mr. Roberts.
99.17     Non-Statutory  Stock Option  Agreement  (with Notice of Grant of Stock
          Option and Special Addendum) between Registrant and Mr. Roberts. 99.18
          Written Compensation Agreement between Registrant and Mr. Ercanbrack.
99.19     Non-Statutory  Stock Option  Agreement  (with Notice of Grant of Stock
          Option and Special Addendum) between Registrant and Mr. Ercanbrack.