SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

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 Rule 14a-11(c) or Rule 14a-12

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

Docucorp International, Inc.
(Name of Registrant as Specified In Its Charter)

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

Michael D. Andereck, President and CEO
(Name of Person Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rule 14a-6(i)(4) and 0-11
("Rule 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 Rule 0-11
(4) Proposed maximum aggregate value of transaction
(5) Total fee paid

[ ] 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
(4) Date Filed

[LOGO]
DOCUCORP INTERNATI0NAL, INC.
5910 North Central Expressway, Suite 800
Dallas, Texas 75206

October 21, 2004

Dear Stockholders:

Enclosed is a proxy statement for the Annual Meeting of Stockholders to
be held on Tuesday, December 7, 2004, at the Hotel Crescent Court, 400 Crescent
Court, Dallas, Texas at 9:00 a.m., local time. Also enclosed is a proxy card and
a copy of the Annual Report to Stockholders for fiscal 2004.

On the following pages you will find a Notice of Annual Meeting of
Stockholders and Proxy Statement. The following items of formal business will be
presented at the Annual Meeting:

(i) The election of six directors to the Board of Directors;

(ii) The proposed amendment to the 1997 Equity Compensation Plan to
increase the number of shares of Common Stock issuable pursuant
to awards under the plan from 3,800,000 to 4,500,000, of which a
maximum of 1,000,000 shares may be used for grants of restricted
stock, SARs and performance units; and

(iii) The ratification of the appointment of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for the
2005 fiscal year.

I ask for your support for the foregoing items.

During the Annual Meeting there will be a time for discussion, and I
encourage you to present comments, questions and ideas at the Annual Meeting
during the discussion period.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING AND REGARDLESS OF
THE NUMBER OF SHARES YOU OWN, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED ENVELOPE (WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES).

I hope that you are able to join us at the Annual Meeting.

Sincerely,

Michael D. Andereck
PRESIDENT AND CHIEF EXECUTIVE OFFICER

[LOGO]
DOCUCORP INTERNATIONAL, INC.
5910 North Central Expressway, Suite 800
Dallas, Texas 75206

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 7, 2004

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Docucorp International, Inc., a Delaware corporation, will be held at the Hotel
Crescent Court, Dallas, Texas, on December 7, 2004 at 9:00 a.m., local time, for
the following purposes:

(i) The election of six directors to the Board of Directors;

(ii) The ratification of the amendment to the 1997 Equity
Compensation Plan to increase the number of shares of Common
Stock issuable pursuant to awards under the plan from 3,800,000
to 4,500,000, of which a maximum of 1,000,000 shares may be used
for grants of restricted stock, SARs and performance units;

(iii) The ratification of the appointment of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for the
2005 fiscal year; and

(iv) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on October 20, 2004
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.

By Order of the Board of Directors,

Barry R. Werner
SECRETARY

October 21, 2004
Dallas, Texas

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 7, 2004

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Docucorp International, Inc. of proxies for use at the
Annual Meeting of Stockholders to be held on Tuesday, December 7, 2004 at 9:00
a.m., local time, and at any and all adjournments or postponements thereof. The
Annual Meeting will be held at the Hotel Crescent Court, 400 Crescent Court,
Dallas, Texas. Proxies in the form enclosed will be voted at the Annual Meeting,
if properly executed, returned to us prior to the meeting and not revoked. The
proxy may be revoked at any time before it is voted by giving written notice to
the Secretary of Docucorp.

ACTIONS TO BE TAKEN AT THE MEETING

At the Annual Meeting, holders of Docucorp Common Stock will consider
and vote for the election of six nominees as directors of the Company. In
addition to the election of the directors, the stockholders will be asked to
ratify (i) an amendment to the Docucorp 1997 Equity Compensation Plan ("the
Equity Compensation Plan") and (ii) the selection of PricewaterhouseCoopers LLP
as our independent registered public accounting firm for the 2005 fiscal year.
In addition, any other business as may properly come before the Annual Meeting
will be considered and the persons named in the proxies will vote in accordance
with their judgment on such business. The Board of Directors knows of no such
other business that will be brought before the Annual Meeting as of the date of
this Proxy Statement.

Only holders of record of Common Stock at the close of business on
October 20, 2004 (the "Record Date") are entitled to notice of, and to vote at,
the Annual Meeting. As of October 14, 2004, we had outstanding, and entitled to
vote at the Annual Meeting, approximately 10.7 million shares of Common Stock.
Holders of record of Common Stock are entitled to one vote per share on the
matters to be considered at the Annual Meeting.

The presence, either in person or by properly executed proxy, of the
holders of record of a majority of the Common Stock outstanding on the Record
Date is necessary to constitute a quorum at the Annual Meeting. The election as
a director of each nominee requires the affirmative vote of the holders of
record of a plurality of the outstanding voting power of the shares of Common
Stock represented, in person or by proxy, at the Annual Meeting. The
ratification of the selection of independent registered public accounting firm
requires the affirmative vote of the holders of a majority of the shares of the
Common Stock represented at the Annual Meeting.

The accompanying proxy, unless the stockholder otherwise specifies in
the proxy, will be voted (i) for the election as directors of the six nominees
set forth in this Proxy Statement, (ii) for the amendment to the Equity
Compensation Plan, (iii) for the ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public accounting firm
and (iv) at the discretion of the proxy holders on any other matter that may
properly come before the meeting or any adjournment thereof.

If a stockholder owns shares in "street name" by a broker, the broker,
as the record holder of the shares, is required to vote those shares in
accordance with your instructions. If you do not give instructions to the
broker, the broker will nevertheless be

entitled to vote the shares with respect to "discretionary" items but will not
be permitted to vote the shares with respect to "non-discretionary" items (in
which case, the shares will be treated as "broker non-votes"). Abstentions and
"broker non-votes" are counted as present and entitled to vote for the purposes
of determining a quorum but are not counted for purposes of the election of a
director. In connection with the other proposals, (i) abstentions will be
treated as shares entitled to vote but not tabulated as a vote cast in respect
of such proposal, therefore having the effect of a vote against the proposal and
(ii) broker non-votes, if any, will be treated as shares that are not entitled
to vote.

If any other matter or business is brought before the meeting, the proxy
holders may vote the proxies in their discretion. The directors do not know of
any such other matter or business.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the
beneficial ownership of Docucorp Common Stock as of October 14, 2004 for (i)
each person who is known by us to own beneficially more than 5% of the
outstanding shares of Docucorp Common Stock, (ii) each director, (iii) each
current executive officer listed in the Summary Compensation Table set forth
under the caption "Executive Compensation" and (iv) all of the directors and
current executive officers of Docucorp as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each stockholder
identified in the table possesses sole voting and investment power with respect
to its or his shares.

Shares Owned
-----------------------------
NAME Number Percent
---- ------------- ------------
Michael D. Andereck (1) 1,059,729 9.9%
Milledge A. Hart, III (2) 312,941 2.9
Anshoo S. Gupta (3) 125,738 1.2
John D. Loewenberg (4) 143,320 1.3
George F. Raymond (5) 96,658 *
Arthur R. Spector (6) 73,368 *
William D. Barry (7) 124,947 1.2
B. Bruce Dale (8) 181,527 1.7
Kerry K. LeCrone (9) 48,814 *
James R. Skinner (10) 120,381 1.1
All Directors and Executive
Officers as a group (11 persons) 2,406,423 22.5%
ValueAct Capital Partners, L.P. (11) 920,380 8.6%

- ---------------------------------------
* Less than one percent.

(1) Includes 96,678 shares held in a trust, which is not in Mr. Andereck's
control. Mr. Andereck disclaims any beneficial ownership as to such
shares. In addition, includes 144,000 shares of Common Stock issuable
pursuant to exercisable stock options. The stockholder's address is c/o
Docucorp, 5910 N. Central Expressway, Suite 800, Dallas, Texas 75206.
(2) Includes 86,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(3) Includes 122,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(4) Includes 108,258 shares of Common Stock issuable pursuant to exercisable
stock options.
(5) Includes 82,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(6) Includes 66,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(7) Includes 102,000 shares of Common Stock issuable pursuant to exercisable
stock options.
(8) Includes 87,000 shares of Common Stock issuable pursuant to exercisable
stock options.
(9) Includes 27,000 shares of Common Stock issuable pursuant to exercisable
stock options.
(10) Includes 98,000 shares of Common Stock issuable pursuant to exercisable
stock options.

(11) Based on Schedule 13D filed on October 8, 2004. The address of ValueAct
Capital Partners, L.P. is 435 Pacific Avenue, Fourth Floor, San
Francisco, California 94133.

ELECTION OF DIRECTORS

The following six persons have been nominated for election as directors
at the Annual Meeting: Milledge A. Hart, III, Michael D. Andereck, Anshoo S.
Gupta, John D. Loewenberg, George F. Raymond and Arthur R. Spector. Should any
nominee become unable or unwilling to accept nomination or election, the proxy
holders may vote the proxies for the election in his stead of any other person
the Board of Directors may recommend. Each nominee has expressed his intention
to serve the entire term for which election is sought. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

DIRECTORS AND EXECUTIVE OFFICERS

A brief description of each executive officer and director is provided
below. Directors hold office until the expiration of their term of office or
until their successors are elected and qualified. All officers serve at the
discretion of the Board of Directors. References to "Image Sciences" and
"FormMaker" mean Image Sciences, Inc. and FormMaker Software, Inc.,
respectively, which were predecessors of Docucorp.

MILLEDGE A. HART, III, 70, was appointed Chairman of the Board of
Docucorp in 1997. He served as a member of Image Sciences' Board of Directors
from 1985 to 1997. Mr. Hart is founder and currently Chairman of the Board of
Hart Group, Inc. and Rmax, Inc. He also serves on the Board of Directors of The
Home Depot, Inc., Lyco Energy Corporation and the Board of Regents of Southern
Methodist University. Mr. Hart served as President of Electronic Data Systems
from 1970 until his retirement in 1977.

MICHAEL D. ANDERECK, 51, has been President and Chief Executive Officer
of Docucorp since 1997. From 1984 to 1997, he was President, Chief Executive
Officer and a director of Image Sciences. Mr. Andereck joined Image Sciences as
Vice President of Finance in 1983. From 1975 to 1983, Mr. Andereck was with
KPMG, where he attained the position of senior manager.

WILLIAM D. BARRY, 46, became Senior Vice President, Sales and Marketing
of Docucorp in 2000. Prior to joining Docucorp, Mr. Barry was Vice President of
Sales and Marketing for BancTec. Prior to joining BancTec in 1999, he was
Executive Vice President of CompuCom Systems, Inc. Mr. Barry has also held sales
positions with TriStar Data Systems and Keystone Information Systems.

B. BRUCE DALE, 41, has served as Senior Vice President, Products of
Docucorp since 1997. He was Vice President of Product Development of Image
Sciences from 1994 through 1997. Mr. Dale joined Image Sciences in 1986 as a
Client Services Custom Software Developer. Since 1988, Mr. Dale held several
management positions within Client Services, Marketing and Product Development.
In 1992, he was appointed Director of Product Direction.

JOHN H. GRAY, 54, became Senior Vice President, Finance and
Administration of Docucorp in 2001. Prior to joining Docucorp, Mr. Gray was
Executive Vice President and Chief Financial Officer of Fresh America Corp. From
1981 until 1998, Mr. Gray was

employed by Club Corporation International ("CCI"), a privately held company,
where he served most recently as Chief Accounting Officer and Chief
Administrative Officer. Mr. Gray also served on CCI's Board of Directors. Prior
to joining CCI, Mr. Gray was the Controller/Treasurer for USLife Title Insurance
Company and Supervising Senior Accountant with KPMG.

KERRY K. LECRONE, 60, became Senior Vice President, ASP of Docucorp in
August 2001. Mr. LeCrone was Senior Vice President, Services of Docucorp from
1997 through 2001 and Senior Vice President, Technical and Processing Services
of FormMaker from 1995 through 1997. Between 1974 and 1995, Mr. LeCrone served
in various capacities for several insurance and financial service businesses
with primary responsibilities for software development and operations.

JAMES R. SKINNER, 45, became Senior Vice President, Professional
Services of Docucorp in August 2001. From 1997 to 2001 Mr. Skinner was Vice
President, Services of Docucorp. Mr. Skinner joined FormMaker in 1991 as
Manager, Product Development. Prior to joining FormMaker, he worked for Prentice
Hall Professional Software where he obtained experience in retail software
development. Between 1977 and 1989 Mr. Skinner served in various capacities for
companies in the insurance industry with responsibilities in the areas of
underwriting, marketing and information technology.

ANSHOO S. GUPTA, 58, was elected as a director of Docucorp in 1998. He
was President of Production Systems Group at Xerox Corporation ("Xerox") from
1999 to his retirement in 2002. From 1969 through 1998, Mr. Gupta held a series
of financial, marketing, planning and General Management positions at Xerox. He
is currently on the Board of Directors of Electronic Document Systems
Foundation.

JOHN D. LOEWENBERG, 64, became a director of Docucorp in 1997. He was
previously Chief Executive Officer and President of FormMaker. From 1995 to
1996, he served as Executive Vice President and Chief Administrative Officer of
Connecticut Mutual, a life insurance company. Prior to joining Connecticut
Mutual, Mr. Loewenberg served as Senior Vice President of Aetna Life and
Casualty, a multi-line insurer, and as Chief Executive Officer of Aetna
Information Technology, the information systems company of Aetna Life and
Casualty. Mr. Loewenberg is currently Non Executive Chairman of the Board of
Applix, Inc. He is also a trustee of several not for profit organizations.

GEORGE F. RAYMOND, 67 became a director of Docucorp in 1997. He is a
private investor and software industry consultant. He is a director of BMC
Software Inc., a Houston-based, publicly held software firm. He is also a
director of NationsHealth, Inc. and Emtec Corp., both publicly held services
firms, as well as several privately held companies. Mr. Raymond founded
Automatic Business Centers, Inc. ("ABC"), a payroll processing company in 1972,
and sold the company to CIGNA in 1983. Mr. Raymond and other members of ABC's
management repurchased ABC in 1986 from CIGNA, and sold ABC to Automatic Data
Processing ("ADP") in 1989. In 1986, Mr. Raymond was Chairman of ITAA, the
computer software and services trade association. Mr. Raymond has practiced as a
Certified Public Accountant.

Arthur R. Spector, 64, has been a director of Docucorp since 1997. From
1995 to 1997, he served as Chairman of the Board and a director of FormMaker.
Since 1997, Mr. Spector has served as managing director of the general partner
and of the management company of Safeguard International Fund, L.P., an
international private equity fund. Mr.

Spector also serves as a director and officer of several portfolio companies of
Safeguard International. From 1997 to 1998, Mr. Spector served as a managing
director of TL Ventures LLC, a fund management company. From 1998 to 2002, he
served as a director of USDATA Corporation. He also serves as a director of
Timminco Limited.

In fiscal 2004, the Outside Board of Directors Compensation Plan
included an annual retainer fee of $10,000, a board meeting fee of $1,250 for
each face-to-face board meeting and in any fiscal year, no more than one
telephonic board meeting with a full agenda of topics, and an annual stock
option grant of 10,000 shares.

Effective August 1, 2004, the Board of Directors amended the Outside
Director Compensation Plan to include an annual retainer fee of $25,000, a board
meeting fee of $1,500 for each face-to-face board meeting, a $750 board meeting
fee for each telephonic board meeting and an annual restricted stock grant of
2,500 shares. In addition, the chairman of the Audit Committee receives an
additional annual retainer fee of $10,000 and non-chairman members of the Audit
Committee receive an additional annual retainer of $5,000. Directors are
reimbursed for out-of-pocket expenses incurred for attendance at board meetings.

CORPORATE GOVERNANCE

The Board of Directors has determined that all of its members, other
than Mr. Andereck, the Company's CEO, qualify as "independent" directors. In
making such determination, the Board of Directors has surveyed each member
regarding relationships and potential conflicts of interest with the Company and
has concluded, based upon the disclosures provided by each such individual, that
each of its directors other than Mr. Andereck has no direct or indirect material
relationship with the Company other than his service as a director.

The independent directors of the Company meet in executive session at
such times, including dates of regularly scheduled meetings of the entire Board
of Directors, as determined by the independent directors. Mr. Hart, the
Company's Chairman of the Board, presides at all executive sessions of the
independent directors. The independent directors met in executive sessions two
times in fiscal 2004.

The Board of Directors held six meetings in fiscal 2004. No director
attended fewer than 75% of the meetings of the Board (and any committees
thereof), which they were required to attend.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All future transactions between Docucorp and our officers, directors and
principal stockholders or their affiliates will be on terms no less favorable to
us than may be obtained from unrelated third parties, and any such transactions
will be approved by a majority of the disinterested directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of Docucorp has appointed an Audit Committee,
which currently consists of George F. Raymond, Chairman, Anshoo S. Gupta and
Arthur R. Spector. The Audit Committee's duties are set forth in its charter, as
amended to date. Each of the members of the Audit Committee is "independent," as
defined by the rules of the Securities and Exchange Commission. The Board of
Directors has determined that Mr. Raymond is the Audit Committee financial
expert serving on the Audit Committee. A discussion of the role of the Audit
Committee is provided under "Report of the Audit Committee" below. The Audit
Committee held eleven meetings in fiscal 2004. The charter for the Audit
Committee may be viewed at and obtained, free of charge, from our Internet
website (HTTP://WWW.DOCUCORP.COM).

The Board of Directors of Docucorp has also appointed a Compensation
Committee, which currently consists of Milledge A. Hart, III, Chairman, John D.
Loewenberg and Arthur R. Spector. The Compensation Committee's duties include
reviewing and making recommendations to the Board of Directors regarding
compensation and benefit plan matters, including executive officer compensation,
director compensation, employee stock option grants, 401(k) plan matters,
employee stock purchase plan matters and other defined benefit plan matters. The
Compensation Committee held two meetings in fiscal 2004. The charter for the
Compensation Committee may be viewed at and obtained, free of charge, from our
Internet website (HTTP://WWW.DOCUCORP.COM).

The Board of Directors established a Governance and Nominating
Committee, which currently consists of Milledge A. Hart, III, Chairman, Anshoo
S. Gupta, John D. Loewenberg, George F. Raymond and Arthur R. Spector. The
duties of the Governance and Nominating Committee include recommending to the
Board of Directors potential members to be added as new or replacement members
to the Board of Directors and recommending corporate governance guidelines to
the full Board of Directors. The Governance and Nominating Committee held three
meetings in fiscal 2004. The charter for the Governance and Nominating Committee
may be viewed at and obtained, free of charge, from our Internet website
(HTTP://WWW.DOCUCORP.COM).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No executive officer has served as a member of the Compensation
Committee (or other board committee performing similar functions or, in the
absence of any such committee, the entire board of directors) of another
corporation, one of whose executive officers served on the Compensation
Committee. No executive officer has served as a director of another corporation,
one of whose executive officers served on the Compensation Committee. No
executive officer served as a member of the Compensation Committee (or other
board committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another corporation, one of whose
executive officers served as a director of Docucorp.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any Company shareholder who wishes to communicate with the Board of
Directors or with an individual director regarding corporate governance or
long-term strategy, may direct such communications to the Board of Directors,
Docucorp International, Inc. 5910 N. Central Expressway, Suite 800 Dallas, TX
75206. The communication must be clearly addressed to the Company's Board of
Directors or to a specific director, in his or her role as a director. The Board
of Directors has approved a process pursuant to which any such correspondence
will be forwarded to the Chairman of the Governance and Nominating committee for
appropriate response.

BOARD MEMBERSHIP CRITERIA

The Governance and Nominating Committee works with the Board of
Directors on an annual basis to determine the appropriate characteristics,
skills and experience for the Board as a whole and its individual members. In
evaluating the suitability of individual Board members, the Board of Directors
takes into account many factors including general business knowledge, strategic
business perspective, industry experience, educational and professional
background and other elements relevant to the success of the Company. Each
candidate for director must possess at least the following specific minimum
qualifications:

o Each candidate shall be prepared to represent the best interests of
all the Company's shareholders and not just one particular constituency.

o Each candidate shall be an individual who has demonstrated integrity
and ethics in his/her personal and professional life and has established
a record of professional accomplishment in his/her chosen field.

o No candidate shall have any material personal, financial or
professional interest in any present or potential competitor of the
Company.

o Each candidate shall be prepared to participate fully in activities
of the Board of Directors, including active membership in at least one
Committee of the Board of Directors and attendance at, and active
participation in, meetings of the Board of Directors and the
Committee(s) of the Board of Directors of which he or she is a member,
and not have other personal or professional commitments that would, in
the Governance and Nominating Committee's sole judgment, interfere with
or limit his or her ability to do so.

Although not an automatic disqualifying factor, the inability of a
candidate to meet the independence and other governing standards of the NASDAQ
or the SEC will be a significant negative factor in any assessment of a
candidate's suitability.

INTERNAL PROCESS OF IDENTIFYING CANDIDATES

The Governance and Nominating Committee will use a variety of means for
identifying potential nominees for director, including the use of outside search
firms and recommendations from current members of the Board of Directors and
from shareholders. In determining whether to nominate a candidate, the
Governance and Nominating

Committee will consider the current composition and capabilities of serving
board members, as well as additional capabilities considered necessary or
desirable in light of existing and future Company needs. One or more of the
members of the Governance and Nominating Committee may interview, or have an
outside search firm interview, a prospective candidate who is identified as
having high potential to satisfy the expectations, requirements, qualities and
responsibilities for membership on the Board of Directors. Other directors who
are not members of the Governance and Nominating Committee may also interview
prospective candidates. Reports from those interviews or from Governance and
Nominating Committee members with personal knowledge and experience with the
candidate, resumes, information provided by other contacts and other information
deemed relevant by the Governance and Nominating Committee are then considered
in determining whether a candidate shall be nominated. The Governing and
Nominating Committee also exercises its independent business judgment and
discretion in evaluating the suitability of a candidate for nomination.

NOMINATION RIGHTS OF SHAREHOLDERS

Any shareholder of the Company may recommend one or more candidates to
be considered by the Governance and Nominating Committee as a potential nominee
or nominees for election as director of the Company at an annual meeting of
shareholders if the shareholder complies with the notice, information and
consent provisions in accordance with Delaware corporate law. In order for the
candidate recommendation to be timely for the Company's 2005 annual meeting of
shareholders, a shareholder's notice to the Company's Board of Directors must be
delivered to the Company's principal executive offices no later than August 1,
2005. Any such recommendations received will be presented to the Governing and
Nominating Committee for consideration. All candidates (whether identified
internally or by a shareholder) who, after evaluation based upon the criteria
and process described in "Internal Process of Identifying Candidates" above, are
then recommended by the Governance and Nominating Committee and approved by the
Board, will be included in the Company's recommended slate of director nominees
in its proxy statement.

EXECUTIVE COMPENSATION

The following table sets forth information concerning cash compensation
paid or accrued by us during the three-year period ended July 31, 2004 to or for
our Chief Executive Officer and the four other highest compensated executive
officers whose total compensation exceeded $100,000.

Long Term
Compensation
Annual Compensation Awards
----------------------------- -----------------------------------
Year Salary Bonus Options (#) Restricted Stock*
------------- ------------- --------------- ----------------- -----------------

Michael D. Andereck 2004 $370,000 $60,000 20,000 9,000
PRESIDENT AND CEO 2003 360,000 0 50,000 0
2002 340,000 115,000 50,000 0

William D. Barry 2004 $223,500 $30,000 15,000 6,000
SR. VP, SALES AND MARKETING 2003 217,000 100,000 30,000 0
2002 205,000 117,500 30,000 0

B. Bruce Dale 2004 $223,500 $22,500 15,000 6,000
SR. VP, PRODUCTS 2003 217,000 40,000 30,000 0
2002 205,000 38,750 30,000 0

Kerry K. LeCrone 2004 $223,500 $77,500 15,000 6,000
SR. VP, ASP 2003 217,000 49,000 30,000 0
2002 205,000 73,500 30,000 0

James R. Skinner 2004 $221,500 $27,500 15,000 6,000
SR. VP, PROFESSIONAL SERVICES 2003 215,000 95,000 30,000 0
2002 200,000 58,500 30,000 0

*All restricted stock vests over seven years with acceleration of cumulative
vesting to 25%, 50%, and 100% in the first three years if specific performance
goals are attained. For the year ended July 31, 2004, the performance goals were
not attained.

In January 1997, we entered into an employment agreement with Michael D.
Andereck. The employment agreement has an indefinite term and provides that Mr.
Andereck's salary is to be reviewed annually by the Board of Directors.
Effective August 1, 2004, the Board of Directors set Mr. Andereck's annual base
salary for fiscal 2005 at $385,000. In addition to base salary, the agreement
allows for discretionary bonuses, participation in any 401(k) plan and stock
option plan maintained by us and other fringe benefits that we maintain for our
top-level executives. The agreement also contains severance provisions which, if
triggered, entitle Mr. Andereck to monthly severance payments in an amount equal
to Mr. Andereck's then-current monthly salary for a period of up to 12 months.
The severance payments are triggered by the occurrence of any of the following
events: termination of employment by us without cause, termination of employment
by Mr. Andereck for good reason (which includes a material failure of us to
observe or perform any material term of the employment agreement, the exclusion
of Mr. Andereck from participation in any new compensation or benefit
arrangement offered to similarly situated employees or a reduction in Mr.
Andereck's level of responsibility, position, authority or duties), resignation
by Mr. Andereck with 60 days' notice or total disability. The employment
agreement also provides a non-competition provision prohibiting Mr. Andereck
from competing against us while employed by us and for one year following the
termination of payments to Mr. Andereck.

OPTION PLANS

The following table sets forth certain information with respect to the
options granted during the year ended July 31, 2004 to each executive officer
listed in the Summary Compensation Table set forth under the caption "Executive
Compensation."

Percent of Potential Realizable Value
Total Options at Assumed Annual Rates
Granted to of Stock Price
Options Employees Exercise or Appreciation
Granted in Fiscal Base Price Expiration for Option Term (2)
Name # Year $/Sh (1) Date 5% 10%
- ---- -- ---- ------------ ---- -- ---

Michael D. Andereck 20,000 7.0% $6.40 08/18/2013 $80,499 $203,999
William D. Barry 15,000 5.3% $6.40 08/18/2013 $60,374 $152,999
B. Bruce Dale 15,000 5.3% $6.40 08/18/2013 $60,374 $152,999
Kerry K. LeCrone 15,000 5.3% $6.40 08/18/2013 $60,374 $152,999
James R. Skinner 15,000 5.3% $6.40 08/18/2013 $60,374 $152,999

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

(1) Fair market value as of the date of grant.

(2) The 5% and 10% assumed annual rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not reflect our
estimates or projections of future prices of the shares of Docucorp
Common Stock. There can be no assurance that the amounts reflected in
this table will be achieved.

The following table sets forth certain information with respect to the
options exercised by each executive officer listed in the Summary Compensation
Table set forth under the caption "Executive Compensation" during the year ended
July 31, 2004 or held by such persons at July 31, 2004.

Value of Unexercised
Shares Number of Unexercised In-the-Money Options
Acquired Value Options at July 31, 2004 at July 31, 2004 (2)
Name On Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------

Michael D. Andereck -- -- 144,000 76,000 $519,800 $197,700
William D. Barry 80,000 $759,534 106,000 48,000 $354,297 $123,054
B. Bruce Dale 107,480 $1,055,843 87,000 48,000 $339,681 $123,054
Kerry K. LeCrone 29,000 $253,527 27,000 48,000 $92,547 $123,054
James R. Skinner -- -- 98,000 47,000 $366,711 $118,774

(1) Represents the value realized upon exercise calculated as the number of
options exercised times the difference between the actual stock trading
price on the date of exercise and the exercise price.
(2) Based upon the closing price of Docucorp Common Stock on July 31, 2004,
which was $8.25 per share.

The following table sets forth information concerning the shares of
Common Stock that may be issued upon exercise of options, warrants and rights
under our Equity Compensation Plan as of July 31, 2004. Our Equity Compensation
Plan is the only equity compensation plan with options and similar rights
outstanding at July 31, 2004. The Equity Compensation Plan has been approved by
our stockholders.

Number of Securities to Weighted-Average Number of Securities
be Issued Upon Exercise Exercise Price of Remaining Available for
of Outstanding Options, Outstanding Options, Future Issuance Under
Warrants and Rights Warrants and Rights Equity Compensation Plan
----------------------- ----------------------- --------------------------

1997 Equity Compensation Plan 2,648,238 $4.77 285,780

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, our directors and
executive officers and persons who own more than 10% of Docucorp Common Stock,
are required to report their initial ownership of Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
Specific due dates have been established for these reports, and we are required
to disclose in this proxy statement any failure to file by these dates. Based
solely on our review of the copies of such forms received by us with respect to
fiscal 2004, we believe that all of our directors, officers and persons who own
more than 10% of a registered class of Docucorp's equity securities timely filed
these reports.

STOCK PRICE PERFORMANCE

Set forth below is a line graph indicating the stock price performance
of Docucorp Common Stock for the period beginning July 31, 1999 and ending July
31, 2004 as contrasted with the NASDAQ Market Index and the NASDAQ Computer and
Data Processing Index. The graph assumes that $100 was invested at the beginning
of the period. No cash or stock dividends were paid during this period.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG DOCUCORP INTERNATIONAL, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX

Cumulative Total Return
---------------------------------------------------------------
7/99 7/00 7/01 7/02 7/03 7/04

DOCUCORP INTERNATIONAL, INC. 100.00 91.40 94.51 338.75 170.25 206.25
NASDAQ STOCK MARKET (U.S.) INDEX 100.00 169.53 66.91 54.67 60.42 70.44
NASDAQ COMPUTER & DATA PROCESSING INDEX 100.00 141.26 78.26 47.92 57.12 67.08

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is comprised of three
independent directors and operates under a written charter adopted by the Board
of Directors in accordance with applicable rules of the Securities and Exchange
Commission and NASDAQ.

Management is responsible for our internal controls and the financial
reporting process. The independent registered public accounting firm is
responsible for performing an independent audit of our consolidated financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and to issue a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes. The Audit
Committee also recommends to the Board of Directors the selection of our
independent registered public accounting firm, reviews any non-audit services
performed by our independent registered public accounting firm, reviews the
findings and recommendations of our independent registered public accounting
firm and periodically reviews major accounting policies and significant internal
accounting control procedures.

In this context, the Audit Committee has met and held discussions with
management, who represented to the Audit Committee that our consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. The Audit Committee has reviewed and discussed the
consolidated financial statements with both management and the independent
registered public accounting firm. The Audit Committee also discussed with the
independent registered public accounting firm matters required to be discussed
by Statement on Auditing Standards No. 61 (as amended), Communication with Audit
Committees. Our independent registered public accounting firm also provided to
the Audit Committee the written disclosures required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, and the
Audit Committee discussed with the independent registered public accounting firm
their independence.

Based upon the Audit Committee's discussion with management and the
independent registered public accounting firm, and the Committee's review of the
representation of management and the report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in our
Annual Report on Form 10-K for the year ended July 31, 2004 filed with the
Securities and Exchange Commission.

The Audit Committee held eleven meetings in fiscal 2004.

Audit Committee

George F. Raymond, Chairman
Anshoo S. Gupta
Arthur R. Spector

REPORT OF THE COMPENSATION COMMITTEE

We are in a highly competitive industry. In order to succeed, we believe
that we must be able to attract and retain outstanding executives, promote among
them the economic benefits of stock ownership in Docucorp and motivate and
reward executives who make contributions of special importance to the success of
our business. We have structured our executive compensation program to support
our strategic goals and objectives.

As a matter of policy, the Compensation Committee believes that the
compensation of the executive officers should consist of a base salary,
contingent cash bonus and stock awards. Total compensation and base salary
levels are based on generally subjective factors and include the contribution
the executive officer made and is anticipated to make to our success, the level
of experience and responsibility of the executive officer, the competitive
position of our executive compensation and our historical levels of compensation
for executive officers. Cash and/or stock bonuses are generally awarded based on
the achievement of financial goals recommended by the Compensation Committee and
approved by the Board of Directors. These goals may include a target range of
revenue, pretax earnings, earnings per share or other objective measurement
consistent with long-term stockholder goals. The Compensation Committee approves
a target range for specific financial goals and a range of potential bonus
amounts for each executive. Actual bonuses are awarded primarily based on the
actual achievement level of the specified corporate goals compared to the target
range of achievement.

Grants of Docucorp stock options and restricted stock are intended to
align the interests of executives and key employees with the long-term interests
of our stockholders and to encourage executives and key employees to remain in
our employ. Grants are awarded subjectively based on a number of factors,
including the individual's level of responsibility, the amount and term of
options already held by the individual, the individual's contributions and
anticipated contributions to the achievement of our financial and strategic
objectives and the achievement of our financial and strategic objectives.

Effective August 1, 2003, the Compensation Committee recommended an
increase in the base salary of Mr. Andereck, Chief Executive Officer, from
$360,000 to $370,000. The increase in base salary was intended to recognize Mr.
Andereck's contribution toward the growth and management of Docucorp. During
fiscal 2004, Mr. Andereck was awarded 9,000 shares of restricted stock. Also
during fiscal 2004, Mr. Andereck was awarded 20,000 non-qualified stock options
at a per share exercise price of $6.40. At the conclusion of the year ended July
31, 2004, the Compensation Committee granted a $60,000 bonus to Mr. Andereck
based upon the Company's achievement of the financial goals established by the
Compensation Committee. This bonus represented approximately 14% of the maximum
bonus to which Mr. Andereck was entitled. Mr. Andereck's incentive compensation
represented approximately 16% of his total cash compensation for fiscal 2004.

The Compensation Committee held two meetings in fiscal 2004.

Compensation Committee

Milledge A. Hart, III, Chairman
John D. Loewenberg
Arthur R. Spector

AMENDMENT TO THE 1997 EQUITY COMPENSATION PLAN

The amendment to the Equity Compensation Plan would increase the number
of shares of the Company's Common Stock subject to the plan from 3,800,000
shares to 4,500,000 shares. The amendment also increase the number of these
shares which may be used for grants of restricted stock, SARs and performance
units under the Equity Compensation Plan from 250,000 to 1,000,000 shares. The
purpose of the Equity Compensation Plan is to encourage an ownership attitude
among the Company's employees. In order to continue to obtain the beneficial
effects of the Equity Compensation Plan, it will be necessary to increase the
number of shares available under such plan.

As of July 31, 2004, options to purchase an aggregate of 3,459,000
shares of Common Stock (net of options canceled) and 55,000 shares of restricted
stock had been granted pursuant to the Equity Compensation Plan, 811,000 options
to purchase shares had been exercised, options to purchase 2,648,000 shares
remained outstanding, and 286,000 shares remained available for future grant. As
of July 31, 2004, the market value of all shares of Common Stock subject to
outstanding options was approximately $21.8 million (based upon the fair market
value of the Common Stock as of July 31, 2004).

During the year ended July 31, 2004, the following executive officers
named in the Compensation Table appearing elsewhere in this Proxy Statement have
been granted options or awards of restricted stock under the Equity Compensation
Plan in the amount indicated: Michael D. Andereck, President and Chief Executive
Officer, 29,000 shares; William D. Barry, Senior Vice President, Sales and
Marketing, 21,000 shares; B. Bruce Dale, Senior Vice President, Products, 21,000
shares; Kerry K. LeCrone, Senior Vice President, ASP, 21,000 shares; and James
R. Skinner, Senior Vice President, Professional Services, 21,000 shares. Since
adoption of the Equity Compensation Plan and through July 31, 2004, all current
executive officers, as a group, have been granted options covering 900,000
shares of Common Stock, which represents approximately 22.9% of the total number
of options granted pursuant to the Equity Compensation Plan. Subsequent to July
31, 2004, the following executive officers named in the Compensation Table
appearing elsewhere in this Proxy Statement have been granted restricted stock
under the Equity Compensation Plan, in the amount indicated: Michael D.
Andereck, President and Chief Executive Officer, 32,000 shares; William D.
Barry, Senior Vice President, Sales and Marketing, 14,000 shares; B. Bruce Dale,
Senior Vice President, Products, 14,000 shares; Kerry K. LeCrone, Senior Vice
President, ASP, 14,000 shares; and James R. Skinner, Senior Vice President,
Professional Services, 14,000 shares.

The Equity Compensation Plan provides for the issuance to employees,
non-employee directors and eligible independent contractors (collectively
"Optionees") of shares of Common Stock pursuant to the grant of incentive stock
options ("ISO's"), non-qualified stock options ("NQSO's"), Stock Appreciation
Rights ("SAR's"), restricted stock and performance units. The Compensation
Committee of the Board of Directors (the "Committee") has the authority to
determine to whom stock options and other equity compensation awards will be
granted and the terms of any such award, including the number of shares subject
to, and the vesting provisions of, the award. In no event shall options be
granted to any Optionee in substitution for, or upon cancellation of, previously
granted options to purchase Company Stock, or shall similar action be taken to
effect the repricing of previously granted options. Subject to the terms of the
Equity Compensation Plan, the Committee may also amend the terms of any
outstanding award.

The option price per share of Common Stock under the Equity Compensation
Plan is determined by the Committee at the time of each grant; provided,
however, that the option price per share for any NQSO or ISO shall not be less
than 100% of the fair market value of the Common Stock at the time of the grant.
If a person who owns 10% or more of the Company's Common Stock (a "10%
Stockholder") is granted an ISO, the exercise price shall not be less than 110%
of the fair market value on the date of grant. The term of each stock option may
not exceed 10 years and in the case of a 10% Stockholder, the term may not
exceed five years. Stock options are exercisable at such time or times as are
determined by the Committee. Payment for the exercise of an option is required
to be made in cash, check or other instrument as the Committee may accept,
including, in the discretion of the Committee, unrestricted Common Stock of the
Company. The Committee may also grant, in its sole discretion, a "cashless
exercise" feature for the exercise of stock options through registered
broker-dealers. Unless sooner terminated, the Equity Compensation Plan will
terminate in 2007.

The aggregate fair market value (determined at the time of the grant) of
the shares of Common Stock which any employee is first eligible to purchase in
any calendar year by exercise of incentive stock option granted under the Equity
Compensation Plan and all incentive stock option plans of the Company cannot
exceed $100,000. For this purpose, the fair market value (determined at the
respective date of grant of each option) of the stock purchasable by exercise of
an incentive stock option (or any installment) is counted against the $100,000
annual limitation for an employee only for the calendar year such stock is first
purchasable under the terms of the option.

The Compensation Committee may grant shares of restricted stock pursuant
to the Equity Compensation Plan. A grant of shares of restricted stock
represents the promise of the Company to issue shares of Common Stock of the
Company on a predetermined date (the "Issue Date") to an employee, provided the
employee is continuously employed by the Company until the Issue Date. Prior to
the vesting of the shares, the shares are not transferable by the participant
and are forfeitable. At the time of the grant of shares of restricted stock, the
Compensation Committee may impose restrictions or conditions, not inconsistent
with the provisions of the Equity Compensation Plan, including, but not limited
to, performance criteria and continued employment for a specified time period.
The Compensation Committee may provide performance criteria to the restricted
stock grant in the form of time acceleration of vesting due to meeting stretch
performance goals.

An Optionee who received stock options will not normally realize any
income, nor will the Company normally receive any deduction for federal income
tax purposes, upon the grant of an ISO or NQSO.

When an NQSO is exercised, the Optionee will generally realize ordinary
income (compensation) measured by the difference between the aggregate exercise
price of the Common Stock as to which the NQSO is exercised and the aggregate
fair market value of the Common Stock on the exercise date, and the Company
generally will be entitled to a deduction equal to the amount the Optionee is
required to treat as ordinary income, but only if the Company withholds federal
income tax with respect to such amount. An Optionee's holding period for the
shares received on exercise of an NQSO will commence on the date the option is
exercised, and his basis in the shares will equal his option price plus the
amount included in income on exercise of the option.

An Optionee generally will not recognize any income upon the exercise of
an ISO, but the exercise may, depending on particular factors relating to the
Optionee, subject the Optionee to the alternative minimum tax. An Optionee will
recognize capital gain or loss in the amount of the difference between the
exercise price and the sale price on the sale or exchange of stock acquired
pursuant to the exercise of an ISO, provided that the Optionee does not dispose
of such stock within two years from the date of grant and one year from the date
of exercise of the ISO (the "Required Holding Period"). An Optionee disposing of
such shares before the expiration of the Required Holding Periods will recognize
ordinary income equal to the lesser of (i) the difference between the option
price and the fair market value of the stock on the date of exercise, or (ii)
the total amount of gain realized. The maximum federal income tax rate on the
remaining gain or loss generally depends on how long the shares are held. The
Company will not be entitled to a federal income tax deduction in connection
with the exercise of an ISO, except where the Optionee disposes of the shares of
Common Stock received upon exercise before the expiration of the Required
Holding Periods.

A recipient of a restricted stock grant will not be deemed to receive
any income at the time shares of restricted stock are granted or issued, nor
will the Company be entitled to a deduction at that time. However, when shares
of restricted stock vest, the recipient will generally be deemed to have
received compensation taxable as ordinary income in an amount equal to the fair
market value of the shares of restricted stock on the date on which they vest.
If, however, a recipient files an appropriate election under Section 83 (b) of
the Code with the IRS within thirty days of the issuance of the restricted
stock, such person will be deemed to have received compensation taxable as
ordinary income in an amount equal to the fair market value of the shares of
restricted stock on the date on which they are issued. The recipient of a
restricted stock grant award will not be entitled to a deduction if the
restricted stock is subsequently forfeited. The Company will be entitled to a
deduction in an amount equal to the amount of ordinary income recognized by the
recipient.

The tax consequences of SAR's and performance units are not discussed
herein, as the Company has not granted any of the foregoing at the present time
and has no current expectation to do so.

In addition, the Equity Compensation Plan has established for officers
and directors of the Company an exemption from the provisions of Section 16(b)
of the Exchange Act for the grants of options. Section 16(b) provides for
recovery by the Company of profits made by officers and directors on short-term
trading in shares of Common Stock. Grants of options to purchase common stock
under the Equity Compensation Plan by officers and employee-directors may be
entitled to an exemption from the operation of Section 16(b), provided certain
conditions are met under the rules and regulations of the Commission.

Approval of this amendment requires the affirmative vote of the holders
of a majority of the shares of the common stock represented at the Annual
Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT
TO THE EQUITY COMPENSATION PLAN.

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed
PricewaterhouseCoopers LLP as our independent registered public accounting firm
for the fiscal year ending July 31, 2005, subject to stockholder ratification.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
meeting with the opportunity to make a statement if they so desire and to be
available to respond to appropriate questions. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FEES PAID TO, AND INDEPENDENCE OF, REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the aggregate fees billed to us for the
fiscal year ended July 31, 2004 and 2003 by our principal accounting firm,
PricewaterhouseCoopers LLP:

FISCAL YEAR ANNUAL AUDIT FEES (1) AUDIT RELATED FEES (2) TAX FEES (3) ALL OTHER FEES (4)
- ------------- --------------------- ---------------------- ------------ ------------------

2004 $240,000 $ 0 $153,000 $2,000
2003 $282,000 $4,000 $141,000 $2,000

(1) Annual audit fees relate to professional services rendered for the audit
of our consolidated financial statements, subsidiary and statutory
audits, the issuance of consents and assistance with review of documents
filed with the Securities and Exchange Commission.

(2) Audit related fees are for accounting advisory services.

(3) Tax fees include fees for tax planning, tax consultation, preparation of
tax returns both in the United States and the United Kingdom and tax
consulting related to expatriate assignees.

(4) For fiscal 2004 and 2003, all other fees are for a subscription to a
research database.

The Audit Committee has established policies and procedures for the
approval and pre-approval of audit services and permitted non-audit services.
The Audit Committee has the responsibility to engage and terminate our
independent registered public accounting firm, to pre-approve their performance
of audit services and permitted non-audit services, to approve all audit and
non-audit fees and to set guidelines for permitted non-audit services and fees.
All fees for fiscal 2004 requiring pre-approval were pre-approved by the Audit
Committee or were within pre-approved guidelines for permitted non-audit
services and fees established by the Audit Committee, and there were no
instances of waiver of approval requirements or guidelines during the same
periods.

STOCKHOLDERS' PROPOSALS

Any proposals that our stockholders desire to have presented at the 2005
annual meeting of stockholders must be received by us at our principal executive
offices no later than August 1, 2005.

MISCELLANEOUS

The accompanying proxy is being solicited on behalf of the Board of
Directors. We will pay the costs associated with preparing, printing and mailing
the form of proxy and the material used in the solicitation thereof. In addition
to the use of mails, proxies may be solicited by persons we regularly employ, by
personal interview, telephone, e-mail and telegraph. Such persons will receive
no additional compensation for such services, but will be reimbursed for any
out-of-pocket expenses incurred by them in connection with such services.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation materials to the
beneficial owners of shares of Common Stock held of record by such persons, and
we may reimburse such persons for reasonable out-of-pocket expenses incurred by
them in connection therewith.

Certain stockholders who hold their shares in street name and live in
the same household may receive only one copy of this Proxy Statement and Annual
Report. This practice is known as "householding." If you hold your shares in
street name and would like additional copies of these materials, please contact
your broker. If you receive multiple copies and would prefer to receive only
one, please contact your broker as well. We do not currently use householding
for record holders and will send notice to record holders before using
householding, giving record holders the opportunity to continue to receive
multiple copies in the same household.

By Order of the Board of Directors,

Barry R. Werner
SECRETARY

Dallas, Texas
October 21, 2004

PROXY
DOCUCORP INTERNATIONAL, INC.

The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Docucorp International, Inc. (the "Company") to be
held on December 7, 2004, at 9:00 a.m., C.S.T., and the Proxy Statement in
connection therewith, and (b) appoints Milledge A. Hart and Michael D. Andereck,
or 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 or at any adjournment thereof, and the undersigned
directs that his proxy be voted as follows:

1. ELECTION OF DIRECTORS

[ ] FOR nominees listed below except as marked to the contrary below

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

Milledge A. Hart, III, Michael D. Andereck, Anshoo S. Gupta, John D. Loewenberg,
George F. Raymond and Arthur R. Spector

INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.

2. PROPOSAL TO RATIFY THE AMENDMENT OF THE COMPANY'S 1997 EQUITY COMPENSATION
PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK UNDER THE
PLAN FROM 3,800,000 TO 4,500,000 SHARES, OF WHICH A MAXIMUM OF 1,000,000 SHARES
MAY BE USED FOR GRANTS OF RESTRICTED STOCK, SARS AND PERFORMANCE UNITS:

___ FOR ___ AGAINST ___ ABSTAIN

3. PROPOSAL TO RATIFY THE SELCTION OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY:

___ FOR ___ AGAINST ___ ABSTAIN

4. To vote upon other such matters that may legally come before the meeting or
any adjournment or postponement thereof.

(Continued and to be signed on reverse side)

(Continued from other side)

If more than one of the proxies listed on the reverse side shall be
present in person or by substitute at the meeting or any adjournment thereof,
the majority of said proxies so present and voting, either in person or by
substitute, shall exercise all of the powers hereby given.

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS
AND FOR THE TWO OTHER PROPOSALS SET FORTH ABOVE.

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.

Dated:_______________________________________

_____________________________________________
Signature

_____________________________________________
(Signature if held jointly)

Please date the 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. Please sign
the proxy and return it promptly whether or not
you expect to attend the meeting. If you do
attend, you may revoke your proxy and vote in
person if you so desire.

PLEASE MARK, SIGN, DATE AND MAIL IN THE RETURN ENVELOPE PROVIDED HEREWITH.