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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12

TYLER TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

- --------------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

3) Filing Party:

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4) Date Filed:

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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

(TYLER TECHNOLOGIES LOGO)

March 14, 2003

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders
of Tyler Technologies, Inc. to be held on Thursday, May 1, 2003, at the Park
Cities Hilton, 5954 Luther Lane, Dallas, Texas, commencing at 10:00 a.m. At this
meeting you will be asked to select six directors for the ensuing year.

It is important that your shares be represented at the meeting whether
or not you are personally in attendance, and I urge you to sign, date, and
return the enclosed proxy at your earliest convenience.

Yours very truly,

/s/ JOHN M. YEAMAN

JOHN M. YEAMAN
President and Chief Executive Officer

TYLER TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2003

To the Stockholders of
TYLER TECHNOLOGIES, INC.:

The annual meeting of stockholders will be at the Park Cities Hilton,
5954 Luther Lane, Dallas, Texas, on Thursday, May 1, 2003, at 10:00 a.m., Dallas
time. At the meeting, you will be asked to:

(1) elect six directors to serve until the next annual meeting or
until their respective successors are duly elected and
qualified; and

(2) transact such other business as may properly come before the
meeting.

Only stockholders of record on March 10, 2003 may vote at the annual
meeting. A list of those stockholders will be available for examination at our
corporate headquarters, 5949 Sherry Lane, Suite 1400, Dallas, Texas 75225, from
April 21 through May 1, 2003.

PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. No postage is required if the proxy card is mailed in the
United States. Your prompt response will reduce the time and expense of
solicitation.

The enclosed 2002 Annual Report does not form any part of the proxy
solicitation material.

By Order of the Board of Directors

/s/ H. LYNN MOORE, JR.

H. Lynn Moore, Jr.
Vice President, General Counsel, and
Secretary

Dallas, Texas
March 14, 2003

THE ANNUAL MEETING

PLACE, DATE, AND TIME

The annual meeting will be held at the Park Cities Hilton Hotel, 5954
Luther Lane, Dallas, Texas on Thursday, May 1, 2003, at 10:00 a.m., Dallas time.

MATTERS TO BE CONSIDERED

At the annual meeting, you will be asked to consider and vote upon
proposals to (i) elect a board of six directors to serve until the next annual
meeting, and (ii) transact such other business as may properly come before the
meeting.

Proposal One - Election of Directors

At the annual meeting, you will be asked to elect a board of six
directors. The nominees for director are: John S. Marr, Jr.; Ben T. Morris; G.
Stuart Reeves; Michael D. Richards; Glenn A. Smith; and John M. Yeaman. Each of
the nominees currently serves on the board of directors. For more information
regarding these nominees, see "Tyler Management - Directors, Nominees for
Director, and Executive Officers."

Each nominee has indicated that he is able and willing to serve as a
director. If any of the nominees becomes unable to serve prior to the meeting,
the persons named in the enclosed proxy will vote the shares covered by your
executed proxy for a substitute nominee as selected by the board of directors.
You may withhold authority to vote for any nominee by entering his name in the
space provided on the proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.

RECORD DATE AND VOTING

Only stockholders of record on March 10, 2003 are entitled to vote at
the annual meeting. On March 10, 2003, we had 45,722,733 shares of common stock
issued and outstanding. Each stockholder will be entitled to one vote, in person
or by proxy, for each share of common stock held in his or her name. A majority
of our shares of common stock must be present, either in person or by proxy, to
constitute a quorum for action at the meeting. Abstentions and broker nonvotes
are counted for purposes of determining a quorum. Abstentions are counted in
tabulating the votes cast on any proposal, but are not counted as votes either
for or against a proposal. Broker nonvotes are not counted as votes cast for
purposes of determining whether a proposal has been approved.

VOTE REQUIRED

The election of directors is determined by plurality vote.

PROXY SOLICITATION, REVOCATION, AND EXPENSE

The accompanying proxy is being solicited on behalf of the board of
directors. Your shares will be voted at the annual meeting as you direct in the
enclosed proxy, provided that it is completed, signed, and returned to us prior
to the annual meeting. No proxy can vote for more than six nominees for
director. If you return a proxy but fail to indicate how you wish your shares to
be voted, then your shares will be voted in favor of each of the nominees for
director.

After you sign and return your proxy, you may revoke it prior to the
meeting either by (i) filing a written notice of revocation at our corporate
headquarters, (ii) attending the annual meeting and voting your shares in
person, or (iii) delivering to us another duly executed proxy that is dated
after the initial proxy.

We will bear the expense of preparing, printing, and mailing the proxy
solicitation material and the proxy. In addition to use of the mail, we may
solicit proxies by personal interview or telephone by our directors, officers,
and employees. We may also engage the services of a proxy solicitation firm to
assist us in the solicitation of proxies. We estimate that the fee of any such
firm will not exceed $5,000 plus reimbursement of reasonable out-of-pocket
expenses. Arrangements may also be made with brokerage houses and other
custodians, nominees, and fiduciaries for the forwarding of solicitation
material to record stockholders, and we may reimburse them for their reasonable
out-of-pocket expenses.

TYLER MANAGEMENT

DIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS

Below is a brief description of our directors, nominees for director,
and executive officers. Each director holds office until our next annual meeting
or until his successor is elected and qualified. Executive officers are elected
annually by the board of directors and hold office until the next annual board
meeting or until their successors are elected and qualified.

Directors, Nominees for Director, and Executive Officers

<Table>
<Caption>
Name / Age Present Position Served Since
- ---------- ---------------- ------------

G. Stuart Reeves, 63................ Chairman of the Board 2002
Director 2001
John M. Yeaman, 62.................. Chief Executive Officer 2000
President 1998
Director 1999
John S. Marr, Jr., 43............... Director 2002
Ben T. Morris, 57................... Director 2001
Michael D. Richards, 52............. Director 2002
Glenn A. Smith, 49.................. Director 2001
Theodore L. Bathurst, 53............ Vice President and Chief Financial Officer 1998
Brian K. Miller, 44................. Vice President - Finance 1999
Treasurer 1997
H. Lynn Moore, Jr., 35.............. Vice President and Secretary 2000
General Counsel 1998
</Table>

Business Experience of Directors, Nominees for Director, and Executive Officers

G. Stuart Reeves has served on the board of directors since June 2001.
Mr. Reeves also serves as Chairman of the Executive Committee and is a member of
the Audit Committee and a member of the Compensation Committee. From 1967 to
1999, Mr. Reeves worked for Electronic Data Systems Corporation ("EDS") a
professional services company that offers its clients a portfolio of related
systems worldwide within the broad categories of systems and technology
services, business process management, management consulting, and electronic
business. During his 32 years of service with EDS, Mr. Reeves held a variety of
positions, including Executive Vice President, North and South America, from
1996 to 1999; Senior Vice President, Europe, Middle East, and Africa, from 1990
to 1996; Senior Vice President, Government Services Group, from 1988 to 1990;
Corporate Vice President, Human Resources, from 1984 to 1988; Corporate Vice
President, Financial Services Division, from 1979 to 1984; Project Sales Team
Manager, from 1974 to 1979; and Systems Engineer and Sales Executive, from 1967
to 1974. Mr. Reeves also served on the EDS Board of Directors from 1988 until
1996. Mr. Reeves retired from EDS in 1999. Mr. Reeves also serves on the Board
of Governors of Oklahoma State University Foundation and the Board of Directors
of Park Cities Bank, Dallas, Texas.

John M. Yeaman has served as President and Chief Executive Officer
since April 2002. From March 2000 until April 2002, Mr. Yeaman served as
President and Co-Chief Executive Officer, and from December 1998 until March
2000, Mr. Yeaman was President and Chief Executive Officer. Mr. Yeaman was
elected to the board of directors in February 1999. Mr. Yeaman also serves on
the Executive Committee and Compensation Committee of the board of directors.
From 1980 until 1998, Mr. Yeaman was associated with EDS, where he most recently
served as the director of a worldwide Strategic Support Unit managing $2 billion
in real estate assets. Mr. Yeaman began his career with Eastman Kodak Company.
Mr. Yeaman also serves on the Board of Directors of Park Cities Bank in Dallas,
Texas.

Ben T. Morris has served on the board of directors since June 2001. Mr.
Morris also serves as Chairman of the Audit Committee and is a member of the
Compensation Committee. In 1987, Mr. Morris co-founded Sanders Morris Harris
("SMH"), a full service investment banking, money management, and principal
investor organization based in Houston, Texas, where he has served as its
President and Chief Executive Officer since 1996, and from 1987 to 1996, he
served as its Executive Vice President and Director of Investment Banking. From
1980 to 1986, Mr. Morris served as Chief Operating Officer of Tatham
Corporation, a corporation principally engaged in the transportation and
marketing of natural gas. From 1973 to 1980, Mr. Morris served in various
executive capacities, including President and Chief Financial Officer, of Mid
American Oil and Gas Inc., a company engaged in the business of oil and gas
exploration and transportation. Prior to 1973, Mr. Morris was an accountant with
Price Waterhouse & Co. Mr. Morris also serves as a director of Sanders Morris
Harris Group, the parent corporation of SMH, Capital Title Group, and American
Equity Investment Life Holding Company. Mr. Morris is a certified public
accountant.

Glenn A. Smith has served on the board of directors since June 2001 and
is currently a member of the Executive Committee. Mr. Smith is President of our
Courts and Justice Division and The Software Group, Inc. ("TSG"), a company he
co-founded in 1981 and which we acquired in 1998. TSG develops and markets a
wide range of software products and related services for county governments,
with a focus on integrated judicial management and law enforcement systems.
Prior to founding TSG, Mr. Smith was employed at Distributed Data Systems of
Raleigh, North Carolina, in a software development project management capacity
and, prior to that, at Texas Instruments Incorporated in Dallas, Texas as a
software developer.

John S. Marr, Jr. has served on the board of directors since May 2002
and is currently a member of the Executive Committee. Mr. Marr is also President
of our Large Financial Division. Mr. Marr began his career with MUNIS, Inc.
("MUNIS") in 1983, which we acquired in 1998. Mr. Marr has been President of
MUNIS since 1994. MUNIS develops and markets a wide range of software products
and related services for county and city governments, schools, and
not-for-profit organizations, with a focus on integrated financial and land
management systems.

Michael D. Richards has served on the board of directors since May
2002. Mr. Richards also serves as Chairman of Compensation Committee and is a
member of the Audit Committee. Mr. Richards is the Chairman and Chief Executive
Officer of Suburban Title, LLC d/b/a Reunion Title, an independent title
insurance agency founded by Mr. Richards in September 2000 that operates in
Dallas, Denton, Collin, Tarrant, and Rockwall Counties in Texas. From 1989 until
September 2000, Mr. Richards served as President and Chief Executive Officer of
American Title Company, Dallas, Texas, an affiliate of American Title Group,
Inc., one of the largest title insurance underwriters in Texas during that time.
From 1982 until 1989, Mr. Richards held various management positions with
Hexter-Fair Title Company, Dallas, Texas, including President from 1988 until
1989. From 1974 until 1982, Mr. Richards worked for Stewart Title Guaranty
Company, Dallas, Texas, during which time he held several key management
positions including serving on its board of directors. Mr. Richards holds
several positions with various associations, some of which include: Greater
Dallas Chamber of Commerce, member of the Economic Development Advisory Council;
Leukemia Society of America, Advisory Board Member; Greater Dallas Association
of Realtors, Board Member; and Home Builders Association, Board Member.

Theodore L. Bathurst has been Vice President and Chief Financial
Officer since October 1998. Mr. Bathurst was previously an audit partner in the
Dallas office of KPMG Peat Marwick LLP ("KPMG"), where he served as engagement
partner on the accounts of a variety of information, communications, and
technology companies.

Mr. Bathurst was also designated by KPMG as a Securities and Exchange Commission
("SEC") partner responsible for the review of filings made by public companies
with the SEC. Mr. Bathurst, a certified public accountant, has been appointed a
board member of the Texas Society of CPAs.

Brian K. Miller has been Vice President - Finance and Treasurer since
May 1999 and was Vice President - Chief Accounting Officer and Treasurer from
December 1997 to April 1999. From June 1986 through December 1997, Mr. Miller
held various senior financial management positions at Metro Airlines, Inc.
("Metro"), a regional airline holding company. Mr. Miller was Chief Financial
Officer of Metro from May 1991 to December 1997 and also held the office of
President of Metro from January 1993 to December 1997. From March 1994 to
November 1995, Mr. Miller also held the position of Vice President and Chief
Financial Officer of Lone Star Airlines, a regional airline. Mr. Miller is a
certified public accountant.

H. Lynn Moore, Jr. has been General Counsel since September 1998 and
has been Vice President and Secretary since October 2000. From August 1992 to
August 1998, Mr. Moore was associated with the law firm of Hughes & Luce, L.L.P.
in Dallas, Texas where he represented numerous publicly-held and privately-owned
entities in various corporate and securities, finance, litigation, and other
legal related matters. Mr. Moore is a member of the State Bar of Texas.

COMMITTEES AND MEETINGS OF THE TYLER BOARD

Our business is managed under the board of directors. Our board meets
periodically during the year to review significant developments that affect our
business and to act on matters requiring board approval. The board met five
times during 2002. Each board member participated in at least 75% of all board
and committee meetings held during the portion of 2002 that he served as a
director and/or committee member.

The board has established three committees for the purpose of devoting
attention to specific subjects and to otherwise assist the board in the
discharge of its responsibilities. These committees are the Audit Committee,
Compensation Committee, and Executive Committee. Each of these committees is
described below. We do not currently have a nominating committee; instead, the
entire board of directors is responsible for selecting the nominees for election
as directors and executive officers.

Audit Committee. During 2002, the Audit Committee was comprised of Ben
T. Morris (Chairman), G. Stuart Reeves, and Michael D. Richards, each of whom is
"independent" as defined by the New York Stock Exchange Listing Standards. The
Audit Committee's duties include:

o considering the independence of our independent auditors before
we engage them;

o reviewing with the independent auditors the fee, scope, and
timing of the audit;

o reviewing the completed audit with the independent auditors
regarding any significant accounting adjustments, recommendations
for improving internal controls, appropriateness of accounting
policies, appropriateness of accounting and disclosure decisions
with respect to significant unusual transactions or material
obligations, and significant findings during the audit;

o reviewing our financial statements and related regulatory filings
with the independent auditors; and

o meeting periodically with management to discuss internal
accounting and financial controls.

The Audit Committee met four times during 2002. On May 11, 2000, the board
adopted the Tyler Audit Committee Charter. You may obtain a copy of this charter
by contacting us at our corporate headquarters. For more information on the
Audit Committee's activities during 2002, see "Report of the Audit Committee."

Compensation Committee. During 2002, the Compensation Committee was
comprised of Michael D. Richards (Chairman), Ben T. Morris, John D. Woolf, and
John M. Yeaman. The Compensation Committee has final authority on all executive
compensation and periodically reviews compensation, employee benefit plans, and
other benefits paid to or provided for our officers and directors. The
Compensation Committee also approves annual salaries and bonuses for officers to
ensure that the recommended salaries and bonuses are not unreasonable. The
Compensation Committee met once during 2002. Mr. Woolf resigned from the board
in January 2003.

Executive Committee. During 2002, the Executive Committee was comprised
of G. Stuart Reeves (Chairman), John S. Marr, Jr., Glenn A. Smith, and John M.
Yeaman. The Executive Committee has the authority to act for the entire board of
directors, but may not commit to an expenditure in excess of $5,000,000 without
full board approval. The Executive Committee meets periodically throughout the
year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our
directors, executive officers, and 10% or more stockholders file with the SEC
and New York Stock Exchange initial reports of ownership and reports of changes
in ownership of our common stock. These persons are required to furnish us with
copies of all Section 16(a) reports they file with the SEC. Based solely on our
review of the copies of the forms we received during 2002, we believe that all
of our directors, officers, and 10% or more stockholders complied with all
Section 16(a) filing requirements during 2002.

SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTOR, EXECUTIVE OFFICERS, AND
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of our common stock as of March 10, 2003 by (i) each "Named
Executive Officer" (as defined in Regulation S-K of the Securities Act of 1933),
(ii) each director or nominee for director, (iii) each beneficial owner of more
than 5% of our common stock, and (iv) all of our executive officers and
directors as a group.

<Table>
<Caption>
Name and Address of Beneficial Owner(1) Amount and Nature of Ownership Percent of Class (2)(3)
- --------------------------------------- ------------------------------ -----------------------

William D. Oates
2911 Turtle Creek Blvd., Suite 1100
Dallas, Texas 75219...................... 4,559,750(4) 9.97%

Ulrich Otto
Compagnie Financiere Otto
18-20, Place de la Madeleine
F-75008 Paris............................ 3,866,378(5) 8.46%

Louis A. Waters
520 Post Oak Blvd, Suite 850
Houston, Texas 77027..................... 2,105,800(6) 4.41%

John S. Marr, Jr.............................. 1,685,643(7) 3.68%

Glenn A. Smith................................ 994,238(8) 2.17%

John M. Yeaman................................ 780,517(9) 1.69%

Ben T. Morris................................. 398,314(10) *

Theodore L. Bathurst.......................... 255,000(11) *

H. Lynn Moore, Jr............................. 160,667(12) *

G. Stuart Reeves.............................. 105,001(13) *

Brian K. Miller............................... 96,000(14) *

Michael D. Richards........................... 46,667(15) *

Directors, nominees, and executive officers
as a group (9 persons)................... 4,522,047(16) 9.61%
</Table>

- ----------

* Less than one percent of our outstanding common stock

(1) Unless otherwise noted, the address of each beneficial owner is our
corporate headquarters: 5949 Sherry Lane, Suite 1400, Dallas, Texas
75225.

(2) Reported in accordance with the beneficial ownership rules of the SEC.
Unless otherwise noted, the stockholders listed in the table have both
sole voting power and sole investment power with respect to their
shares, subject to community property laws where applicable and the
information contained in the other footnotes to the table.

(3) Based on 45,722,733 shares of our common stock issued and outstanding
at March 10, 2003. Each shareholder's percentage is calculated by
dividing (a) the number of shares beneficially owned by (b) the sum of
(i) 45,722,733 plus (ii) the number of shares such owner has the right
to acquire within sixty days.

(4) Includes the beneficial ownership of 1,600,000 shares of common stock
over which Mr. Oates has sole voting power, but no investment power,
pursuant to collateral pledge agreements securing payment for the sale
of such shares.

(5) Includes the beneficial ownership of 3,383,600 shares of common stock
held in various investment entities in which Mr. Otto has sole voting
and investment power.

(6) Includes the beneficial ownership of 2,000,000 shares of common stock
subject to a warrant issued to Richmond Partners, Ltd. at an exercise
price of $2.50 per share. Mr. Waters is the sole general partner of
Richmond and is deemed the beneficial owner of these shares.

(7) Includes the beneficial ownership of (a) 192,277 shares of common stock
held by a partnership in which Mr. Marr is the general partner and has
sole voting and investment power and (b) 66,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(8) Includes the beneficial ownership of 66,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(9) Includes the beneficial ownership of (a) 391,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days and (b) 7,300 shares of common stock owned by a foundation
in which Mr. Yeaman is deemed to have shared voting power.

(10) Includes the beneficial ownership of (a) 333,380 shares of common stock
subject to a warrant issued to SMH, of which Mr. Morris is President
and Chief Executive Officer and is therefore deemed to have investment
power over the shares, and (b) 8,334 shares of common stock issuable
upon the exercise of stock options that are exercisable within sixty
days.

(11) Includes the beneficial ownership of 230,000 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(12) Includes the beneficial ownership of 108,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(13) Includes the beneficial ownership of 40,001 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(14) Includes the beneficial ownership of 95,000 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(15) Includes the beneficial ownership of 6,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.

(16) Includes: (a) 333,380 shares of common stock subject to warrants; (b)
1,013,670 shares of common stock that are issuable upon the exercise of
stock options that are exercisable within sixty days; and (c) 7,300
shares of common stock held in a foundation in which named persons have
sole or shared voting and/or investment power. Mr. Waters resigned as
Chairman of the Board and Co-Chief Executive Officer in April 2002.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding the
compensation paid to our "Named Executive Officers" for all of the services they
rendered to us during fiscal years 2002, 2001, and 2000.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------------------------------------- -----------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING
NAME AND PRINCIPAL COMPEN- STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS SATION(1) AWARDS SARS COMPENSATION
- -------------------- ------- ----------- ---------- ---------- ---------- ------------ ------------

John M. Yeaman 2002 $300,000 $367,500 $ -- $ -- -- $ --
President and 2001 225,000 157,500 -- -- 250,000 --
Chief Executive 2000 225,000 -- -- -- -- --
Officer(2)

Louis A. Waters 2002 78,856(3) -- -- -- -- --
Co-Chief 2001 300,000 210,000 -- -- -- --
Executive Officer 2000 233,077 -- -- -- -- --

John S. Marr, Jr 2002 250,000 260,000 -- -- -- --
President - 2001 200,000 272,000 -- -- 100,000 --
Large Financial 2000 200,000 -- -- -- -- --
Division

Glenn A. Smith 2002 250,000 232,000 -- -- -- --
President - 2000 200,000 174,441 -- -- 100,000 --
Courts and 2001 200,000 120,000 -- -- -- --
Justice Division

Theodore L. Bathurst 2002 252,400 102,500 -- -- -- --
Vice President and 2000 252,400 35,000 -- -- 60,000 --
Chief Financial 2001 252,400 -- -- -- -- --
Officer

H. Lynn Moore, Jr 2002 200,000 154,000 -- -- -- --
Vice President, 2001 120,000 150,000 -- 53,500(4) 100,000 --
General Counsel, 2000 120,000 80,000 -- -- -- --
and Secretary
</Table>

- ----------

(1) Some of our executive officers receive personal benefits in addition to
their salary. The aggregate amount of these benefits, however, does not
exceed the lesser of $50,000 or 10% of his total annual salary.

(2) Mr. Yeaman has been President and Chief Executive Officer since April 2002.

(3) Mr. Waters was elected Co-Chief Executive Officer in March 2000. Mr. Waters
resigned as Chairman of the Board and Co-Chief Executive Officer in April
2002.

(4) On April 4, 2001, Mr. Moore vested in 50,000 restricted shares of common
stock with a market value of $1.07 per share.

OPTION/SAR EXERCISES DURING 2002 AND YEAR-END OPTION/SAR VALUES

The following table shows stock option exercises during 2002 by each of
the "Named Executive Officers" and the value of unexercised options at December
31, 2002:

<Table>
<Caption>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT
NUMBER OF DECEMBER 31, 2002 DECEMBER 31, 2002(1)
SHARES VALUE --------------------------- -------------------------
NAME EXERCISED REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------- --------- ----------- --------------------------- -------------------------

John M. Yeaman.............. -- -- 308,334 / 216,666 $ 219,877 / $434,998
John S. Marr, Jr. .......... -- -- 33,334 / 66,666 $ 85,002 / $169,998
Glenn A. Smith.............. -- -- 33,334 / 66,666 $ 85,002 / $169,998
Theodore L. Bathurst........ 15,000 $ 22,574 210,000 / 90,000 $ 25,500 / $102,000
H. Lynn Moore, Jr. ......... -- -- 75,334 / 74,666 $ 87,952 / $169,998
</Table>

- ----------

(1) Amount is based on a year-end market value of $4.17 per share.

COMPENSATION OF DIRECTORS

Each non-employee director receives an annual fee of $15,000, plus
$1,000 for each board meeting and $500 for each committee meeting attended.

On May 9, 2002, the board approved discretionary grants of stock
options to our non-employee directors. These grants included options to
purchase: (a) 5,000 shares of common stock to Ben T. Morris; (b) 100,000 shares
of common stock to G. Stuart Reeves; and (c) 20,000 shares of common stock to
Michael D. Richards. Each of these option grants vest in equal installments on
the first, second, and third anniversary of the date of grant and each have an
exercise price of $5.27 per share.

CERTAIN TRANSACTIONS

In August 2002, we consummated an agreement to purchase 1,100,000 of
our common shares from William D. Oates, a former director of Tyler, for a cash
purchase price of $4,000,000. In October 2002, we repurchased an additional
400,000 of our shares as part of the initial agreement by assigning our rights
and obligations under a Data License and Update Agreement associated with our
discontinued information property records service business to eiStream. eiStream
is an affiliate of William D. Oates.

EMPLOYMENT CONTRACTS

On October 7, 1998, we entered into an employment agreement with
Theodore L. Bathurst, which provides that the company pay Mr. Bathurst for his
services as Vice President and Chief Financial Officer of the company a salary
of $250,000. Mr. Bathurst will participate in performance bonus or incentive
compensation plans made available to comparable level employees of the company
and its subsidiaries and receive all employee benefits and perquisites normally
offered to the executive employees of the company. The agreement also provides
for a severance payment equal to one year of his current base salary if he is
terminated for any reason other than cause, as specified in the agreement.

On December 9, 1998, we entered into a five-year employment agreement
with H. Lynn Moore, Jr., which provides that the company pay Mr. Moore for his
services as General Counsel of the company annual compensation of $200,000 per
year. Mr. Moore will participate in additional performance bonus or incentive
compensation plans made available to comparable level employees of the company
and its subsidiaries and receive all employee benefits and perquisites normally
offered to the executive employees of the company. The agreement provides for a

severance payment equal to the amount of compensation due for the remainder of
the term of the agreement if he is terminated for any reason other than cause or
upon a change in control of the company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2002, the Compensation Committee consisted of Michael D. Richards
(Chairman), Ben T. Morris, John D. Woolf, and John M. Yeaman. During 2002, Mr.
Yeaman served as President and Chief Executive Officer of the Company. Mr. Woolf
resigned from the board in January 2003.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee has the responsibility for final approval
for all compensation to our officers and directors, including the duty to ensure
that compensation paid to executive officers does not exceed reasonable amounts
and is based on objective standards. The Compensation Committee approves or
disapproves the recommendations of management regarding compensation according
to the guidelines set forth below.

We strive to employ outstanding management in order to obtain
outstanding results. To attract and retain high-level individuals, we may pay
above-median compensation or provide stock ownership and stock option incentives
to our executive officers. From time to time, salaries, bonuses, and other
compensation of our executive officers are evaluated by reference to nationwide
comparisons for the industries in which we operate.

A substantial portion of each of our executive officer's potential
total compensation is in the form of bonuses and options. Annual bonuses vary
significantly based on our financial results and revenue growth, the achievement
of strategic objectives, extraordinary individual achievement, and each
individual's contribution toward our performance. The Compensation Committee met
once during 2002.

Chief Executive Officer Compensation

John M. Yeaman has served as President since December 1998 and Chief
Executive Officer since April 2002. From March 2000 until April 2002, Mr. Yeaman
shared Co-Chief Executive Officer duties with Mr. Louis A. Waters. In 2002, Mr.
Yeaman's cash compensation consisted of a base salary of $300,000 with a bonus
equal to 123% of his base salary. In determining Mr. Yeaman's cash compensation
in 2002, the Compensation Committee considered several factors, including:

o management's goal of year-over-year improved revenue growth and
profitability;

o management's focus on strengthening our balance sheet by
maintaining low levels of outstanding indebtedness coupled with
high levels of available cash;

o management's strategic mission to increase profitability through
sustained internal growth;

o management's continued drive to reduce general and administrative
expenses as a percentage of revenues;

o management's directive to develop and deploy premier technology;

o Mr. Yeaman's contributions to the achievement of each of these
strategic initiatives; and

o the levels of compensation of chief executive officers of
companies of similar size in similar industries.

This report is submitted by the Compensation Committee.

Michael D. Richards, Chairman
Ben T. Morris
John M. Yeaman

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the financial reporting process on behalf
of the board of directors. Management has the primary responsibility for the
financial statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed with management the audited financial statements contained in
the Annual Report, including a detailed discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of the
significant judgments, and the clarity of disclosures in the financial
statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the United
States, their judgments as to the quality, not just the acceptability, of the
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the company, including the matters in
the written disclosures required by the Independence Standards Board, and
considered the compatibility of non-audit services with the auditors'
independence.

The Audit Committee discussed with the independent auditors the overall
scope and plans for their respective audits. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the company's internal
controls, and the overall quality of the company's financial reporting. The
Audit Committee met four times during 2002.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the board of directors (and the board approved) that
the audited financial statements be included in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 for filing with the SEC.

This report is submitted by the Audit Committee.

Ben T. Morris, Chairman
G. Stuart Reeves
Michael D. Richards

STOCK PERFORMANCE CHART

The following chart compares the return on our common stock for the
last five years with the Standard and Poors ("S&P") 500 Index and the S&P 600
Information Technology Index. The comparison assumes $100 was invested on
December 31, 1997 in our common stock and in each of the foregoing indices and
assumes reinvestment of dividends and distributions.

(PERFORMANCE GRAPH)

TOTAL RETURN TO SHAREHOLDERS
(DIVIDENDS REINVESTED MONTHLY)

ANNUAL RETURN PERCENTAGE
YEARS ENDING

<Table>
<Caption>
COMPANY / INDEX DEC98 DEC99 DEC00 DEC01 DEC02
- --------------- ----- ------ ------ ------ ------

TYLER TECHNOLOGIES INC 11.36 (10.20) (69.32) 169.63 (8.35)
S&P 500 INDEX 28.58 21.04 (9.10) (11.89) (22.10)
S&P 600 INFORMATION TECHNOLOGY (0.31) 69.55 (28.76) (3.74) (36.42)
</Table>

INDEXED RETURNS
BASE YEARS ENDING

<Table>
<Caption>
PERIOD
COMPANY / INDEX DEC97 DEC98 DEC99 DEC00 DEC01 DEC02
- --------------- ------ ------ ------ ------ ------ ------

TYLER TECHNOLOGIES INC 100 111.36 100.00 30.68 82.73 75.82
S&P 500 INDEX 100 128.58 155.63 141.46 124.65 97.10
S&P 600 INFORMATION TECHNOLOGY 100 99.69 169.02 120.41 115.91 73.69
</Table>

STOCKHOLDER PROPOSALS

Any proposal that a stockholder desires to present at the 2004 annual
meeting must be received by us at our principal executive office no later than
November 26, 2003.

INDEPENDENT AUDITORS

Ernst & Young LLP acted as our independent auditors for 2002. Ernst &
Young's fees for all professional services during 2002 were $403,000. The
following table sets forth a summary of such fees by major type of services.

<Table>

Audit Services $ 354,000
Audit Related Services 29,000
Tax Services 20,000
Other Services --
-----------
Total $ 403,000
</Table>

Audit related services generally include fees for accounting consultations, SEC
filings, and audit of our employee benefit plan.

One or more representatives of Ernst & Young LLP will attend the annual
meeting, will have an opportunity to make a statement, and will respond to
appropriate questions from stockholders. The Audit Committee has not yet
appointed the independent auditors for 2003.

By Order of the Board of Directors,

/s/ H. LYNN MOORE, JR.

H. Lynn Moore, Jr.
Vice President, General Counsel,
and Secretary

Dallas, Texas

March 14, 2003

DETACH HERE
- --------------------------------------------------------------------------------

================================================================================

PROXY

TYLER TECHNOLOGIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby (1) acknowledges receipt of the Notice dated March
31, 2003 of the annual meeting of stockholders of Tyler Technologies, Inc. (the
"Company") to be held at the Park Cities Hilton, 5954 Luther Lane, Dallas,
Texas, on Thursday, May 1, 2003, at 10:00 a.m., Dallas time, and the proxy
statement in connection therewith, and (2) appoints G. Stuart Reeves and John M.
Yeaman, and each of them, his proxies with full power of substitution and
revocation, for and in the name, place and stead of the undersigned, to vote
upon, and act with respect to, all of the shares of Common Stock of the Company
standing in the name of the undersigned, or with respect to which the
undersigned is entitled to vote and act at said meeting and at any adjournment
thereof, and the undersigned directs that his proxy be voted as indicated on the
reverse side hereof. If only one of the above proxies shall be present in
person, or by substitute, at such meeting, or at any adjournment thereof, that
proxy, so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.

The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes or any of them may lawfully do by virtue
hereof.

- --------------- ---------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- --------------- ---------------

================================================================================

(TYLER TECHNOLOGIES, INC. LOGO) VOTE BY INTERNET - www.proxyvote.com
5949 SHERRY LANE
SUITE 1400 Use the Internet to transmit your voting
DALLAS, TX 75225 instructions and for electronic delivery of
information up until 11:59 RM. Eastern Time
the day before the cut-off date or meeting
date. Have your proxy card in hand when you
access the web site. You will be prompted to
enter your 12-digit Control Number, which is
located below, to obtain your records and to
create an electronic voting instruction
form.

VOTE BY MAIL

Mark, sign, and date your proxy card and
return it in the postage-paid envelope we
have provided or return it to Tyler
Technologies, Inc., c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.

YOUR VOTE IS IMPORTANT!

DO NOT RETURN YOUR PROXY CARD IF YOU ARE
VOTING BY INTERNET.

Please sign this proxy and return it
promptly, whether or not you expect to
attend the meeting. You may, nevertheless,
vote in person if you do attend.

<Table>

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: TYLER1 KEEP THIS PORTION FOR YOUR RECORDS
- -------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
</Table>

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
================================================================================

<Table>

TYLER TECHNOLOGIES, INC.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE MATTER SPECIFICALLY REFERRED TO BELOW. FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All
ALL ALL EXCEPT Except" and write the nominee's number on the
1. Election of Directors line below.
[ ] [ ] [ ]
NOMINEES:
01) John S. Marr, Jr. 04) Michael D. Richards
02) Ben T. Morris 05) Glenn A. Smith
03) G. Stuart Reeves 06) John M. Yeaman

2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the
meeting or any adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT. [ ]

Please date this proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such.
If executed by a corporation, the proxy should be signed by a duly authorized
officer.

------------------------------------------------ ---------------------------------------------

------------------------------------------------ ---------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</Table>