FORM 10-K/A
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

(Mark One)
/xx/ Annual report pursuant to section 13 or 15(d) of the Securities Exchange 
     Act of 1934

For the fiscal year ended DECEMBER 31, 1995.

//   Transition reported pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from _____________ to ______________

Commission file number 0-18090

                               CAERE CORPORATION
            (Exact name of registrant as specified in the charter:)

       DELAWARE                                          94-2250509
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                 100 COOPER COURT, LOS GATOS, CALIFORNIA 95030
                         (Address of principal Offices)

Registrant's telephone number, including area code:  (408) 395-7000

Securities registered pursuant to Section 12(b) of the Act:    NONE

Securities registered pursuant to Section 12(g) of the Act:    COMMON STOCK
                                                               $0.001 PAR VALUE
                                                               PREFERRED SHARE
                                                               PURCHASE RIGHTS

     Indicate by check mark whether the resigrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.
             
            YES  X                NO
                ---                   ---    

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.      /x/

     The aggregate market value of the voting stock held by non-affiliates 
of the Registrant, based upon the closing sale price of the Common Stock on
March 1, 1996, as reported by NASDAQ, was approximately $111,501,287.

     The number of shares of the Registrant's Common Stock outstanding as of
March 1, 1996, was 13,321,408.

DOCUMENTS INCORPORATED BY REFERENCE

None.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A)  3.   EXHIBITS

     27   Financial Data Schedule