FILENET CORPORATION


                               September 22, 1997


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

          Re:  FileNet Corporation
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               Form S-3 Registration Statement Filed on September 18, 1995
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               File Number 33-96970
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Ladies and Gentlemen:

          Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended (the "Securities Act"), FileNet Corporation, a Delaware corporation (the
"Registrant"), hereby respectfully makes application to the Securities and
Exchange Commission (the "Commission") to (1) withdraw the above referenced
registration statement (the "Registration Statement"), together with all
exhibits, amendments and supplements thereto, and (2) deregister any shares
identified in the Registration Statement which have not been sold to date, with
such application to be approved effective as of the date hereof or at the
earliest practical date thereafter.  The Registration Statement was filed with
the Commission on September 18, 1995; Amendment No. 1 to the Registration
Statement was filed on October 10, 1995; Amendment No. 2 was filed on October
31, 1995; Supplement No. 1 to the prospectus incorporated as part of the
Registration Statement (the "Prospectus") was filed on December 29, 1995; and
Supplement No. 2 to the Prospectus was filed on January 19, 1996.

          The Registration Statement was filed by the Registrant on behalf of a
number of its securityholders to whom Registrant had a contractual obligation to
file such Registration Statement and keep it effective for a two year period.
Such two year period has expired and the majority of such securityholders may
now avail themselves of Rule 144 promulgated under the Securities Act to offer
and sell without registration the Registrant's common stock held by them and
listed on the Registration Statement.  By withdrawing the Registration Statement
at this time, the Registrant seeks to save the expense associated with
maintaining the effectiveness of a registration statement.

          Kindly direct any questions you have regarding Registrant's request to
withdraw the Registration Statement to the undersigned at (714) 966-3400.

                                    Very truly yours,

                                    /s/ Mark S. St.Clare

                                    Mark S. St.Clare
                                    Chief Financial Officer, Senior Vice
                                    President, Finance and Secretary