8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report(Date of earliest event reported): April 1, 1997

                               FILENET CORPORATION
             (Exact name of Registrant as specified in its charter)

Delaware                                                     95-3757924
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

                                 (714) 966-3400
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address, if changed since last report)





Item 5.  Other Events

     FileNet  announced an estimated  loss for the first quarter ended March 31,
1997 and plan to  restructure,  as described in the  Registrant's  April 1, 1997
press release attached as an exhibit hereto.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)   Exhibits

               99  Registrant's News Release April 1, 1997.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                               FILENET CORPORATION

April 1, 1997                     By: /s/  Mark S. St. Clare
Date                                  Mark S. St. Clare, Chief Financial Officer
                                      and Sr. Vice President, Finance
                                      (Principal Financial Officer)

EX-99

For Immediate Release

Contacts:

Mark St. Clare, FileNet Corp.                 Bonnie McBride (investor contact)
Chief Financial Officer                       Lynne Farris (general information)
(714) 966-3577                                Financial Relations Board
mstclare@filenet.com                          (415) 986-1591

Colleen Edwards, FileNet Corp.
(714) 966-3218
E-mail: cedwards@filenet.com


                 FileNet Announces Estimated First Quarter Loss
                            and Plans to Restructure

Costa Mesa,  CA, April 1, 1997 - FileNet  Corporation  (Nasdaq NM:  FILE) today
announced that it expects to report a net loss of approximately $9.0 million, or
60 cents per share,  for the first  quarter  ended March 31,  1997.  The Company
expects to report first  quarter  revenue of  approximately  $47  million.  This
compares  with first  quarter  1996  revenue of $66.7  million and a net loss of
$11.8 million, or 79 cents per share, which included a one-time after-tax charge
of $16 million for merger, restructuring,  and write-off of purchased in-process
research and development costs.

"New orders were unexpectedly weak for the quarter," stated Ted Smith, president
and chief executive officer.  "The weakness was experienced in both our domestic
and international markets. In particular,  several large orders solicited by our
European and North American sales organizations did not come through."

In April, the Company will begin  consolidating its imaging product  development
groups.  As a result,  the Company will be relocating  those activities from its
Watermark facilities in Burlington,  Massachusetts to Costa Mesa, California. An
estimated  restructuring charge related to these activities ranging between $2.5
million and $3.0  million is  expected  to be recorded in the second  quarter of
1997.

Additionally,  in light of the slower than  expected  growth,  the Company  will
begin to adjust its  expense  levels,  primarily  through  headcount  reduction,
attrition,  and reduced hiring, during the second quarter of 1997. Restructuring
charges  relative to these changes will also be reflected in the second  quarter
of 1997 but cannot be determined until a restructuring plan is completed.

FileNet expects to announce final results on April 23, 1997.


The foregoing statements regarding  anticipated first quarter results and second
quarter restructuring activities are preliminary and constitute  forward-looking
information.  Actual  results  could differ  materially.  Among the factors that
could cause  actual  results to differ are the  following:  adjustments  made in
connection  with  closing the first  quarter;  increases or decreases in reserve
accounts;  changes  in the level of  headcount  reduction  from  that  currently
contemplated;   or  unanticipated  charges  in  connection  with  the  Watermark
relocation.  For a more detailed  discussion of those and other factors that may
affect the Company's future results,  please refer to  "Management's  Discussion
and Analysis of Results of Operations  and  Financial  Condition -- Factors That
May Affect  Future  Results" in the  Company's  Annual Report for the year ended
December 31, 1995, "Business -- Certain  Considerations" in the Company's Annual
Report on Form  10-K for the year  ended  December  31,  1995 and the  Company's
Quarterly  Report on Form 10-Q for the quarters  ended March 31, 1996,  June 30,
1996 and September 30, 1996.  Fourth quarter and year-end 1996 financial results
can be found in FileNet's February 10, 1997 press release located on the FileNet
Home Page on the World Wide Web at www.filenet.com.

About FileNet

Costa Mesa,  Calif.-based  FileNet  Corp.  (http://www.filenet.com)  delivers to
corporate and government  organizations  a Foundation  for  Enterprise  Document
Management(TM)  through  a  family  of  workflow,  document-imaging,  electronic
document management,  and COLD(TM) (Computer Output to Laser Disk) client/server
and  Internet  software  solutions.  The  Company's  FileNet(R),   Greenbar(TM),
Saros(R),  and  Watermark(R)  products  provide its  customers  the  benefits of
streamlined  business  processes and enhanced  management of information  assets
across the enterprise.  FileNet,  the 34th largest  independent  software vendor
worldwide  according to Software Magazine,  markets its products in more than 60
countries  through  the  FileNet  sales  and  support   organization,   and  the
ValueNet(R) Partner Program of resellers,  system  integrators,  and application
developers.  For  more  information,  call  (800)  FILENET  (345-3638)  or (714)
966-3400.


FileNet,  Saros,  Watermark and ValueNet are registered trademarks and Greenbar,
COLD and Foundation for Enterprise Document Management are trademarks of FileNet
Corp.