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                                  EXHIBIT 31.2

                    CERTIFICATION PURSUANT TO RULE 13a-14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, John H. Gray, certify that:

1. I have reviewed this annual report on Form 10-K of Docucorp International,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of Docucorp
International, Inc. as of and for the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within the entities, particularly during the period in
          which this report is being prepared;
     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's Board of
Directors:

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal controls which are reasonably likely to
          adversely affect the registrant's ability to record, process,
          summarize and report financial information; and
     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls over financial reporting.


/s/ John H. Gray
----------------------
John H. Gray
Senior Vice President, Finance and
Administration
(Principal Financial Officer)
October 14, 2004




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