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.
5400 LBJ Freeway, Suite 300
Dallas, Texas 75240

October 24, 2005

Dear Stockholders:

Enclosed is a proxy statement for the Annual Meeting of Stockholders to
be held on Tuesday, December 6, 2005, at the Hotel Crescent Court, 400 Crescent
Court, Dallas, Texas at 9:00 a.m., local time. Also enclosed are a proxy card
and a copy of the Annual Report to Stockholders for fiscal 2005.

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

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

I ask for your support for the foregoing item.

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.
5400 LBJ Freeway, Suite 300
Dallas, Texas 75240

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 2005

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 6, 2005 at 9:00 a.m., local time, for
the following purpose:

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

(ii) 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, 2005
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 24, 2005
Dallas, Texas

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 2005

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 6, 2005 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, 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, 2005 (the "Record Date") are entitled to notice of, and to vote at,
the Annual Meeting. As of October 14, 2005, we had outstanding, and entitled to
vote at the Annual Meeting, approximately 11.3 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 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 and (ii) 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.

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, 2005 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) 1,167,729 10.3%
Milledge A. Hart, III (2) 343,871 3.0
Anshoo S. Gupta (3) 152,230 1.3
John D. Loewenberg (4) 172,473 1.5
George F. Raymond (5) 123,815 1.1
Arthur R. Spector (6) 103,852 *
B. Bruce Dale (7) 243,527 2.1
John H. Gray (8) 181,000 1.6
Kerry K. LeCrone (9) 121,334 1.1
James R. Skinner (10) 181,381 1.6
All Directors and Executive
Officers as a group (10 persons) 2,791,212 24.6%
ValueAct Capital Partners, L.P. (11) 920,380 8.1%
Wellington Management Co. L.L.P. (12) 675,039 6.0%

- ----------------------
* 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 220,000 shares of Common Stock issuable
pursuant to exercisable stock options. The stockholder's address is c/o
Docucorp, 5400 LBJ Freeway, Suite 300, Dallas, Texas 75240.
(2) Includes 106,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(3) Includes 142,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(4) Includes 128,258 shares of Common Stock issuable pursuant to exercisable
stock options.
(5) Includes 102,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(6) Includes 86,500 shares of Common Stock issuable pursuant to exercisable
stock options.
(7) Includes 135,000 shares of Common Stock issuable pursuant to exercisable
stock options. (8) Includes 175,000 shares of Common Stock issuable
pursuant to exercisable stock options.
(9) Includes 75,000 shares of Common Stock issuable pursuant to exercisable
stock options.
(10) Includes 145,000 shares of Common Stock issuable pursuant to exercisable
stock options.
(11) Based on Schedule 13F filed on August 9, 2005. The address of ValueAct
Capital Partners, L.P. is 435 Pacific Avenue, Fourth Floor, San
Francisco, California 94133.
(12) Based on Schedule 13F filed on August 15, 2005. The address of
Wellington Management Co. L.L.P. is 75 State Street, Boston,
Massachusetts 02109.

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, 71, 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. He also serves on the Board of Directors of The Home Depot,
Inc. and the Board of Trustees of Southern Methodist University. Mr. Hart served
as President of Electronic Data Systems from 1970 until his retirement in 1977.
He is also a Trustee Emeritus of Duke University.

MICHAEL D. ANDERECK, 52, 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
LLP, where he attained the position of senior manager.

B. BRUCE DALE, 42, 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, 55, 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 LLP.

KERRY K. LECRONE, 61, 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, 46, 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, 59, was elected as a director of Docucorp in 1998. He
was President of Production Systems Group at Xerox Corporation from 1999 to
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 INFOUSA, Inc., and he is on the advisory board of IIT (Indian
Institute of Technology) Kharagpur Foundation.

JOHN D. LOEWENBERG, 65, 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, 68 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 Heartland Payment Systems, Inc., 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, 65, 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 Safeguard
International, a private equity firm. Mr. Spector also serves as a director and
officer of several portfolio companies of Safeguard International and a number
of publicly held companies.

In fiscal 2005, 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 three
times in fiscal 2005.

The Board of Directors held seven meetings in fiscal 2005. No director
attended fewer than 75% of the meetings of the Board (and any committees
thereof), which they were required to attend. It is a policy of the Board of
Directors to encourage directors to attend each annual meeting of stockholders.
Such attendance allows for direct interaction between stockholders and members
of the Board of Directors.

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 twelve meetings in fiscal 2005. 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, John D. Loewenberg
and Arthur R. Spector. Effective March 16, 2005, John D. Loewenberg became
chairman of the Compensation Committee, replacing Milledge A. Hart, III. 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 and restricted stock grants, 401(k) plan matters, employee stock purchase
plan matters and other defined benefit plan matters. The Compensation Committee
held three meetings in fiscal 2005. 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 four
meetings in fiscal 2005. 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.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any Company stockholder 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. 5400 LBJ Freeway, Suite 300 Dallas, TX 75240. 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 stockholders 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 stockholders. 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 STOCKHOLDERS

Any stockholder 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
stockholders if the stockholder 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 2006 annual meeting of
stockholders, a stockholder's notice to the Company's Board of Directors must be
delivered to the Company's principal executive offices no later than August 1,
2006. Any such recommendations received will be presented to the Governing and
Nominating Committee for consideration. All candidates (whether identified
internally or by a stockholder) 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, 2005 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 (#)
------------------------------------------------------------------------
Restricted
Year Salary Bonus Options Stock (1) Other (2)
------------------------------------------------------------------------

Michael D. Andereck 2005 $385,000 $25,000 0 32,000 $6,792
PRESIDENT AND CEO 2004 370,000 60,000 20,000 9,000 7,004
2003 360,000 0 50,000 0 5,500

B. Bruce Dale 2005 $234,000 $ 8,000 0 14,000 $6,792
SR. VP, PRODUCTS 2004 223,500 22,500 15,000 6,000 6,273
2003 217,000 40,000 30,000 0 5,915

John H. Gray 2005 $216,000 $8,000 0 0 $6,480
SR. VP, FINANCE AND ADMINISTRATION 2004 216,000 12,000 15,000 6,000 6,120
2003 210,000 0 30,000 0 5,250

Kerry K. LeCrone 2005 $231,000 $15,000 0 14,000 $6,750
Sr. VP, ASP 2004 223,000 77,500 15,000 6,000 6,134
2003 217,000 49,000 30,000 0 5,500

James R. Skinner 2005 $232,000 $11,000 0 14,000 $6,768
SR. VP, PROFESSIONAL SERVICES 2004 221,500 27,500 15,000 6,000 6,292
2003 215,000 95,000 30,000 0 4,900

(1) Restricted stock vests over five or 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 years ended July 31,
2005 and 2004, the performance goals were not attained.
(2) Other compensation consists of 401(k) matching payments.

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, 2005, the Board of Directors set Mr. Andereck's annual base
salary for fiscal 2006 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

During the year ended July 31, 2005, there were no options granted to
executive officers or employees. In July 2005, the Board of Directors
accelerated the vesting of all outstanding stock options that vested after July
31, 2005.

The following table sets forth certain information with respect to the
options exercisable by each executive officer listed in the Summary Compensation
Table set forth under the caption "Executive Compensation" during the year ended
July 31, 2005 or held by such persons at July 31, 2005.

Value of Unexercised
Shares Number of Options In-the-Money Options
Acquired Value at July 31, 2005 at July 31, 2005 (1)
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

Michael D. Andereck -- -- 220,000 0 $442,500 $0
B. Bruce Dale -- -- 135,000 0 $293,685 $0
John H. Gray -- -- 175,000 0 $487,985 $0
Kerry K. LeCrone -- -- 75,000 0 $124,911 $0
James R. Skinner -- -- 145,000 0 $302,935 $0

(1) Based upon the closing price of Docucorp Common Stock on July 29, 2005,
which was $6.90 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, 2005. Our Equity Compensation
Plan is the only equity compensation plan with options and similar rights
outstanding at July 31, 2005. The Equity Compensation Plan has been approved by
our stockholders. In addition, we granted restricted stock awards outside of our
Equity Compensation Plan to employees of Newbridge Information Services, Inc. as
part of the acquisition of the Newbridge business in September 2004, which grant
was not submitted to our stockholders for approval.

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 2,345,957 $4.80 876,454
Newbridge Restricted Stock
Grants 175,000 $7.90 None

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 2005, 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, 2000 and ending July
31, 2005 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.

[PERFORMANCE GRAPH]

7/31/2000 7/31/2001 7/31/2002 7/31/2003 7/31/2004 7/31/2005
----------------------------------------------------------------------

Docucorp International, Inc. 100.00 103.39 370.62 186.27 225.66 188.73
NASDAQ Stock Market (US) Index 100.00 56.60 37.29 39.05 44.24 48.31
NASDAQ Computer & Data Processing Index 100.00 56.37 36.19 45.30 50.47 56.42

$100 invested on 7/31/00 in stock or index, including reinvestment of dividends.
Fiscal year ending July 31.

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, 2005 filed with the
Securities and Exchange Commission.

The Audit Committee has not made a recommendation to the stockholders
with respect to the selection of our independent registered public accounting
firm for the 2006 fiscal year, as it has not completed its deliberations on this
matter.

The Audit Committee held twelve meetings in fiscal 2005.

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 and restricted stock 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.

In December 2004, the FASB issued FASB Statement No. 123(R),
"Share-Based Payment", which requires all companies to recognize an expense for
share-based payments, including stock options, based on the fair value of the
equity instrument. The Company commenced the adoption of this method effective
as of August 1, 2005. In contemplation of this change, the Compensation
Committee recommended that the Board accelerate the vesting of all outstanding
stock options that were to vest after July 31, 2005. This accelerated vesting
created a one-time, non-cash charge in the fourth quarter of fiscal 2005
totaling approximately $100,000.

Effective August 1, 2004, the Compensation Committee recommended an
increase in the base salary of Mr. Andereck, Chief Executive Officer, from
$370,000 to $385,000. The increase in base salary was intended to recognize Mr.
Andereck's contribution toward the growth and management of Docucorp. During
fiscal 2005, Mr. Andereck was awarded 32,000 shares of restricted stock. At the
conclusion of the year ended July 31, 2005, the Compensation Committee did not
grant a year-end bonus to Mr. Andereck based upon the Company's failure to
achieve the financial goals established by the Compensation Committee. However,
a special bonus of $25,000 was granted during fiscal 2005, based upon the
completion of the acquisition and integration of Newbridge.

The Compensation Committee held three meetings in fiscal 2005.

Compensation Committee

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

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, 2005 and 2004 by our principal accounting firm,
PricewaterhouseCoopers LLP:

Fiscal
Year Annual Audit Fees (1) Audit Related Fees (2) Tax Fees (3) All Other Fees (4)
---- --------------------- ---------------------- ------------ ------------------

2005 $642,000 $ 0 $250,000 $2,000
2004 $280,000 $ 0 $153,000 $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. Audit fees in 2005
also include fees for audit and attestation with respect to internal
control over financial reporting.

(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 2005 and 2004, all other fees are for a subscription to a
research database.

Representatives of Pricewaterhouse Coopers, our independent accounting
firm, are expected to be present at the annual meeting with the opportunity to
make a statement if they so desire and to be available to respond to appropriate
questions.

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 2005 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 2006
annual meeting of stockholders must be received by us at our principal executive
offices no later than August 1, 2006 and must also comply with the notice,
information and other provisions contained in our bylaws.

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 24, 2005

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 6, 2005, 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. 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.

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.