U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

NOTIFICATION OF LATE FILING

                                 SEC FILE NUMBER
                                 0-15997
                                 CUSIP NUMBER
                                 316869 10 6
(Check One):
|X| Form 10-K and Form 10-KSB
|_| Form 20-F
|_| Form 11-K
|_| Form 10-Q and Form 10-QSB
|_| Form N-SAR
         For Period Ended:  December 31, 1996

|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
     For the Transition Period Ended:

     Read Attached  Instruction  Sheet Before  Preparing  Form.  Please Print or
Type.  Nothing in this form shall be construed to imply that the  Commission has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:

Part I--Registrant Information
 
     Full Name of Registrant
     FILENET CORPORATION

     Former Name if Applicable
 
     Address of Principal  Executive  Office (Street and Number) City, State and
      Zip Code

     3565 Harbor Boulevard
     Costa Mesa, CA 92626



     


Part II--Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b),the  following should
be completed. (Check box if appropriate)

|X| (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

|_| (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


Part III--Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period.

The Registrant is in the process of  formulating a plan to make certain  changes
in its internal  operations  which it believes are pertinent to the  disclosures
contained in the  Registrant's  Annual  Report on Form 10-K for the period ended
December 31, 1996. Due to the timing of the process, the Registrant was not in a
position to determine the  appropriateness  of including  the  disclosure in the
Registrant's  Annual Report on Form 10-K and file the same on a timely basis. To
avoid filing an incomplete  report,  the  Registrant  has chosen not to file the
Annual Report on Form 10-K until public  disclosure.  Such changes will not have
any impact on the Registrant's  financial statements for the year ended December
31, 1996 or any other periods covered by the Annual Report on Form 10-K.


Part IV--Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification
     Mark S. St. Clare
     Chief Financial Officer and Sr. Vice President, Finance
      (Principal Financial Officer)
     714-966-3577

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s). |X| Yes |_| No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.



     


     FILENET CORPORATION has caused this notification 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)