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

                                  SCHEDULE 14A

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


Filed  by  the  Registrant     X

Filed  by  a  Party  other  than  the  Registrant

Check  the  appropriate  box:

     Preliminary  Proxy  Statement

     Confidential,  for  Use  of  the  Commission  Only  (as  permitted  by Rule
     14a-6(e)(2))

 X   Definitive  Proxy  Statement

     Definitive  Additional  Materials

     Soliciting  Materials  Pursuant  to  240.14a-12

                                  SofTech, Inc.
                (Name of Registrant as Specified in Its Charter)

                                       N/A
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment  of  Filing  Fee  (Check  the  appropriate  box):

 X   No  fee  required.

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

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

     (2)     Aggregate  number  of  securities  to  which  transaction  applies:

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

     (4)     Proposed  maximum  aggregate  value  of  transaction:

     (5)     Total  fee  paid:

     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:

                                  SofTech, Inc.
                               Two Highwood Drive
                               Tewksbury, MA 01876
                                 _______________

                  NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 30, 2004
                                 _______________


To  the  Stockholders  of  SofTech,  Inc.:

     The 2003 Annual Meeting of Stockholders of SofTech, Inc. (the "Company"), a
Massachusetts  company,  will  be  held  on  June 30, 2004 at 10:00 a.m., at the
Company's offices located at Two Highwood Drive, Tewksbury, Massachusetts, 01876
for  the  following  purposes:

1.     To  consider  and  vote  upon  a  proposal to amend the Company's Amended
Certificate  of Incorporation to authorize a class of Preferred Stock consisting
of  20  million  shares  with  a par value of $1.00 per share and to provide the
Board of Directors with the authority from time to time to issue Preferred Stock
in  an  amount  and  under  such  terms as deemed appropriate (the "Amendment");
2.     To  elect  two  (2)  Class II directors to serve for a three-year term or
until  their  successors  are  elected  and  qualified;  and
3.     To  transact  such other business as may properly come before the meeting
or  any  adjournments  thereof.

     Only  stockholders  of  record at the close of business on May 10, 2004 are
entitled  to  notice of and to vote at the meeting and any adjournments thereof.

     All  stockholders  are  cordially  invited to attend the meeting in person.
However,  to  assure  your representation at the meeting, you are urged to mark,
sign,  date  and  return  the enclosed proxy card as promptly as possible in the
postage-prepaid  envelope  enclosed for that purpose.  Any stockholder attending
the  meeting  may  vote in person even if such stockholder has returned a proxy.

By  Order  of  the  Board  of  Directors

/s/  Joseph  P.  Mullaney

Joseph  P.  Mullaney
President  and  COO


Tewksbury,  Massachusetts
May  20,  2004



                                  SofTech, Inc.
                                _________________

                                 PROXY STATEMENT

                                  May 20, 2004

     Proxies in the form enclosed with this Proxy Statement are solicited by the
Board  of  Directors  of SofTech, Inc. (the "Company"), a Massachusetts company,
for  use  at  the Annual Meeting of Stockholders to be held on June 30, 2004, at
10:00  a.m.,  local  time, at the Company's headquarters located at Two Highwood
Drive,  Tewksbury,  MA  01876.

     Only  stockholders  of record at the close of business on May 10, 2004 (the
"Record  Date") will be entitled to receive notice of and to vote at the meeting
and  any  adjournments  thereof.  As  of  the  Record Date, 12,205,236 shares of
common stock, $.10 par value per share (the "Common Stock"), of the Company were
issued  and  outstanding.  The  holders of Common Stock are entitled to one vote
per  share  on  any proposal presented at the meeting.  Stockholders may vote in
person  or  by  proxy.  Execution  of  a  proxy  will  not  in  any way affect a
stockholder's  right  to  attend the meeting and vote in person. Any stockholder
giving a proxy has the right to revoke it (i) by filing a later-dated proxy or a
written  notice  of  revocation  with  the  Secretary of the Company at any time
before  it  is  exercised  or  (ii)  by  voting  in person at the Annual Meeting
(although  attendance  at  the  Annual  Meeting  will not, in itself, constitute
revocation  of  a  proxy).  Any written notice of revocation or subsequent proxy
should  be  sent  so  as  to  be delivered to SofTech, Inc., Two Highwood Drive,
Tewksbury,  MA  01876,  Attention: Clerk, at or before the taking of the vote at
the  Annual  Meeting.

     The  representation  in  person  or  by proxy of at least a majority of the
outstanding  Common  Stock  entitled  to  vote  at  the  meeting is necessary to
constitute  a  quorum  for  the  transaction of business.  Votes withheld from a
nominee  for  election  as  a  director,  as  well  as  abstentions  and  broker
"non-votes"  with  respect to all other matters being submitted to stockholders,
are  counted  as present or represented for purposes of determining the presence
or  absence  of  a  quorum  for the meeting.  A "non-vote" occurs when a nominee
holding  shares  for a beneficial owner votes on one proposal, but does not vote
on another proposal because, in respect to such other proposal, the nominee does
not  have  discretionary voting power and has not received instructions from the
beneficial  owner.

     Regarding  the Amendment described in Proposal 1, an affirmative vote of at
least two-thirds of the shares present or represented and voting is required for
approval.  In  the election of the Class II directors, the nominee receiving the
highest  number  of  affirmative  votes of the shares present or represented and
entitled  to  vote  at the meeting shall be elected as a director.  On all other
matters  being  submitted  to stockholders, an affirmative vote of a majority of
the shares present or represented and voting on each such matter is required for
approval.  An  automated  system  administered  by  the Company's transfer agent
tabulates  the  votes.  The  vote  on  each  matter submitted to stockholders is
tabulated  separately.  Abstentions are included in the number of shares present
or  represented  and  voting  on  each  matter.  Broker  "non-votes"  are not so
included.

     The person named as attorney-in-fact in the proxies, Joseph P. Mullaney, is
an  employee and officer of the Company.  All properly executed proxies returned
in  time  to  be  counted  at  the  meeting  will be voted as stated below under
"Election  of  Directors."  Any  stockholder  giving  a  proxy  has the right to
withhold  authority to vote for any individual nominee to the Board of Directors
by marking withheld in the space provided on the proxy.  Where a choice has been
specified  on  the  proxy  with  respect  to  the  foregoing  matter, the shares
represented by the proxy will be voted in accordance with the specifications and
will  be  voted  FOR  if  no  specification  is  indicated.

     The  Board  of  Directors  knows of no other matters to be presented at the
meeting.  If  any  other  matter should be presented at the meeting upon which a
vote  properly  may  be taken and upon which the proxies may exercise discretion
under applicable law, shares represented by all proxies received by the Board of
Directors  will be voted with respect thereto in accordance with the judgment of
the  person  named  as  attorney  in  the  proxies.

     An  Annual  Report to Stockholders, containing financial statements for the
fiscal  year  ended  May  31, 2003 and the Interim Report on Form 10-QSB for the
period  ended  February  29,  2004  are  being  mailed  together with this Proxy
Statement  to  all  stockholders entitled to vote.  This Proxy Statement and the
form  of  proxy  were  first  mailed  to  stockholders on or about May 20, 2004.



              MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES

     The  following  table  sets  forth as of August 15, 2003:  (i) the name and
address  of each person who, to the knowledge of the Company, owned beneficially
more  than  5% of the Common Stock of the Company outstanding at such date; (ii)
the  name  of  each  director  or  nominee; and (iii) the name of each executive
officer  identified  in  the  Summary  Compensation  Table set forth below under
"Compensation  and  Other  Information  Concerning  Directors and Officers," the
number  of  shares  owned  by  each  of  such  persons and the percentage of the
outstanding shares represented thereby, and also sets forth such information for
all  officers,  directors  and  nominees  as  a  group.





                                                                
NAME AND ADDRESS                                  AMOUNT AND NATURE   PERCENT
OF BENEFICIAL OWNER                               OF OWNERSHIP(1)     OF CLASS(2)
------------------------------------------------  ------------------  -----------
William D. Johnston                                  5,258,372(3)(4)     43.1 %
Joseph P. Mullaney                                     114,319(3)          *
Jean J. Croteau                                         20,000(3)          *
Victor G. Bovey                                         26,350(3)          *
Timothy L. Tyler                                        24,000(3)          *
Ronald A. Elenbaas                                      61,700(3)          *
Frederick A. Lake                                       10,400(3)          *
Barry Bedford                                            8,400(3)          *
All officers, directors and nominees as a group
   (8 persons) (3)                                   5,523,541(5)        44.8%

* Less than 1.0%

(1)     Except  as  otherwise noted, each person or entity named in the table has
sole  voting  and  investment  power  with  respect to the shares.  The inclusion
herein  of  any  shares  of  Common  Stock  deemed  beneficially  owned  does not
constitute  an  admission  of  beneficial  ownership  of  those  shares.

(2)     Applicable  percentage  of  ownership as of the Record Date is based upon
12,205,236  shares of Common Stock outstanding on such date. Beneficial ownership
is  determined  in  accordance  with  the  rules  of  the Securities and Exchange
Commission  (the  "Commission"),  and  includes  voting and investment power with
respect  to  shares.  Shares  of  Common  Stock  subject  to  options  currently
exercisable  or  exercisable  within  60  days  of  August  15,  2003  are deemed
outstanding  for  computing  the  percentage ownership of the person holding such
options, but are not deemed outstanding for computing the percentage of any other
person.

(3)     Includes  126,800 shares of Common Stock which may be purchased within 60
days  of  August  15,  2003  upon  the  exercise of stock options as follows: Mr.
Johnston  -  19,000;  Mr.  Mullaney  -  20,000: Mr. Croteau - 20,000; Mr. Bovey -
6,000;  Mr.  Tyler  -  24,000;  Mr. Elenbaas - 19,000; Mr. Lake - 10,400; and Mr.
Bedford  -  8,400.

(4)     Mr.  Johnston's  business  address  is  Greenleaf Capital, 3505 Greenleaf
Boulevard,  Kalamazoo,  Michigan,  49008.

(5)     Includes  126,800  shares issuable upon exercise of stock options held by
all  Directors  and  executive  officers  as  a  group.


                                   PROPOSAL 1
        APPROVAL OF BOARD OF DIRECTORS AUTHORITY TO ISSUE PREFERRED STOCK

     The  Board  of  Directors has unanimously adopted a resolution recommending
that  the  stockholders  authorize  an  amendment  to  the  Company's  Amended
Certificate of Incorporation (the "Amendment") to authorize a class of Preferred
Stock consisting of 20 million shares with a par value of $1.00 per share and to
provide  the Board of Directors with the authority to issue preferred stock from
time  to  time  in  an  amount  and  under terms as deemed appropriate. No other
changes  to  the  Company's  Amended  Certificate of Incorporation are presently
under  consideration.

PURPOSE  OF  THE  AMENDMENT

     The  purpose  of seeking shareholder approval of the Amendment to authorize
Preferred  Stock  and  to  provide  the Board of Directors with the authority to
issue  Preferred  Stock  is  to provide the Company with the opportunity to seek
additional  equity investment for the purposes of funding growth, debt repayment
and  providing  additional  liquidity  as  may  be  needed  in  the  future.

     Other  than  the  preliminary  discussions  with  Greenleaf  Capital,  Inc.
("Greenleaf"),  described  in  the  paragraph  below,  the  Company  has  had no
discussions  with  any third-parties regarding the issuance of preferred shares.
However,  with recent tax law changes regarding more favorable tax treatment for
dividend  payments  relative  to  other  forms  of investment returns, it is the
Company's  belief  that  opportunities  may  arise  in  the  future  for raising
additional  capital if the Company had the ability to issue preferred shares. In
that  no  discussions have taken place with any third-parties it is not possible
at  this  time  to  determine  what  features  may  be  required to attract such
additional  capital  through  the  issuance  of  preferred  shares.  The Company
believes  that  these  features  may  vary  and  would  depend  upon a number of
variables  including,  among  other  things, on general economic conditions, the
availability of capital, interest rates, Company performance, and market outlook
for  the  industry  in  which we operate. Therefore, the Amendment, if approved,
will provide the Board of Directors with the authority to establish the specific
features  for  any  such  preferred  stock  issuance.

     The  Company  has  discussed  converting  some  or  all  of  its  debt with
Greenleaf,  its lender, to preferred stock in the event whereby the shareholders
approve  this  Amendment.  Greenleaf  has  expressed a willingness to enter into
negotiations  to  convert  some or all of the debt subsequent to the approval of
the  Amendment.  Although  no  written agreement has been completed, the parties
have  discussed the features of such a debt conversion through a preferred stock
issuance.  To date, the parties have agreed that any such preferred stock issued
to  Greenleaf  in  such  a debt conversion would have a dividend rate that is at
least  equal  to  the interest and fees currently being paid to Greenleaf. It is
not  expected that such preferred stock issued to Greenleaf in a debt conversion
would  have  any  mandatory  conversion  rights,  voting  rights or registration
rights.  It is expected that these preferred shares would be repurchased at face
value  plus  any  dividend  payments  in  arrears  in  any  change of control or
liquidation  event  and  such  repurchase  would  be  satisfied  prior  to  any
distribution  to common shareholders. The Company would be allowed to repurchase
the  preferred  shares  at  face value at its discretion. These discussions with
Greenleaf,  however,  were  aimed primarily at determining whether or not it was
worth  the  time  and  effort  required  to  seek  shareholder  approval  of the
Amendment.  Greenleaf's  willingness  to negotiate such a debt conversion in the
event  the  shareholders approve the Amendment is not an indication that such an
agreement  can be reached. Even if the shareholders approve the Amendment, there
can  be  no  assurance  that  the Company will enter into a debt conversion with
Greenleaf  nor can there be any assurance that a third-party funding arrangement
can be successfully completed. Approval of the Amendment will simply improve the
Company's  chances  of  completing  a  debt  conversion  with  Greenleaf  and/or
successfully  completing  a  third-party  equity  investment.

     The Company has experienced 27% revenue growth during the nine month period
ended February 29, 2004 as compared to the same period in the prior fiscal year.
For  the  year  ended May 31, 2003 the Company's revenue increased approximately
22%  as  compared  the  same  period  in  the prior fiscal year. In addition, in
December  2002  the  Company  made an acquisition of a significant complementary
technology.  To  date,  that  acquisition and the revenue growth described above
have  been  financed  with increased borrowings and positive cash flow (net loss
plus  non-cash  expenditures).  There  may  be  an  opportunity to raise capital
through the issuance of preferred stock in the future and the Company would like
to  have  the  flexibility  of  reacting  quickly  to  such  alternatives.

     In  addition  to  the  opportunity to raise capital through the issuance of
preferred  shares  to  third  parties  and  as  detailed  above, the Company has
discussed  with  its lender the possibility of converting some or all of its $14
million  in debt into preferred shares in the event whereby shareholders approve
the  Amendment.  The  benefits  to  the  Company  and its common shareholders of
converting  the  $14  million  in  debt to preferred stock which we would expect
would  be  classified  as an equity investment on our consolidated balance sheet
are  as  follows:

     -    The Company had a stockholders deficit of approximately $(4.4) million
          as  of February 29, 2004 as reflected on its balance sheet included in
          its most recently filed Form 10-QSB for the quarter ended February 29,
          2004.  This debt conversion would provide an additional $14 million in
          stockholders  equity  into  the  Company.
     -    This  conversion  would improve the working capital by eliminating the
          $1.9  million  of  debt  principal  as of February 29, 2004 that would
          otherwise  be  due  in  the  next  twelve-month  period.
     -    Approximately $1.4 million of annual interest expense and fees paid to
          Greenleaf  would  be  eliminated  from  the  expenses on the Company's
          income  statement  and  would  instead  be  categorized  as  dividend
          payments.
     -    The cash flows from operations as presented on the Company's Statement
          of  Cash Flows would improve in that dividend payments are categorized
          as  financing  activities  while  interest  expense  is categorized as
          operating  activities.
     -    The  Company  would increase its opportunity to utilize income tax net
          operating  loss  and  tax  credit  carryforwards  before  they expire.
     -    The  Board of Directors would have the authority to quickly respond to
          funding  opportunities  to  bring additional capital into the Company.
          Without  this  authority,  opportunities  to  raise additional capital
          through  the  issuance  of preferred stock may be lost due to the time
          and  effort  required  to  get  shareholder  approval.

     This  Amendment,  if  approved,  will  allow  the  Company  to  enter  into
negotiations  with  Greenleaf  for  the  conversion  of up to $14 million of its
existing debt into equity while also allowing the Company the ability to quickly
capitalize  on  equity funding opportunities in the future. The debt conversion,
will  improve  the  Company's  financial  performance  and financial position as
reflected  on  its  financial  statements.

     It is the Company's opinion that seeking such a funding arrangement through
a  preferred  stock  issuance  would  be  greatly  hampered by the fact that the
Company's  Certificate  of  Incorporation  does not specifically provide for the
issuance  of preferred stock. This Amendment will provide the Board of Directors
with the ability to capitalize quickly on such opportunities which could benefit
all  common  shareholders.

PRO  FORMA  FINANCIAL  INFORMATION

     The  Pro  Forma Combined Condensed Income Statements for the year ended May
31,  2003  for  the  nine  months  ended  February 29, 2004 present the combined
results  of  the  continuing  operations  of  the  Company  assuming  all of its
outstanding  debt  was  converted  to preferred stock as of the beginning of the
periods indicated. The Pro Forma Combined Condensed Balance Sheet as of February
29,  2004  presents  the combined financial position of the Company at that date
assuming  the  acquisition  was  consummated  on  the  balance  sheet  date.

     The  pro forma information does not purport to be indicative of the results
of  operations or the financial position which would have actually been obtained
if  the  debt  conversion  for preferred stock had been consummated on the dates
indicated.  The  pro  forma information does not purport to be indicative of the
results  of  operations  or  financial positions which may result in the future.

     The  pro forma financial information has been prepared by the Company based
upon  assumptions deemed appropriate by the Company's management. Certain of the
most significant assumptions are set forth under the Notes to Pro Forma Combined
Condensed  Financial  Statements.

     The  pro forma financial information should be read in conjunction with the
Company's  historical  Consolidated  Financial  Statements  and  Notes  thereto
contained in the 2003 Annual Report on Form 10-KSB and in its subsequent interim
reports  on  Form  10-QSB.




                                  SofTech, Inc.
              Unaudited Pro Forma Combined Condensed Balance Sheet
                             As of February 29, 2004




(in thousands)

                                                                
                               Historical Unaudited    Pro Forma            Pro Forma Combined
                               Balance Sheet           Adjustments   Notes  Results
-----------------------------  ----------------------  ------------  -----  --------------------
Cash                           $                 539                        $               539

Accounts receivable, net                       1,576                                      1,576

Prepaid and other assets                         134                                        134
                               ----------------------                       --------------------
Current assets                                 2,249                                      2,249


Property, plant and
   equipment, net                                231                                        231

Goodwill, net                                  4,601                                      4,601

Other intangible assets, net.                  8,202                                      8,202

Other assets                                     294                                        294
                               ----------------------                       --------------------
Total assets                   $              15,577                        $            15,577


Accounts payable and
   accrued expenses            $               1,666                        $             1,666

Deferred revenue                               3,996                                      3,996

Current portion of debt and
   lease obligations                           1,906    $   (1,755)  A.                     151
                               ----------------------  ------------         --------------------
Current liabilities                            7,568        (1,755)                       5,813



Non-current deferred
   Revenue                                       118                                        118

Long term debt                                12,245       (12,245)  A.                       -
                               ----------------------  ------------         --------------------


Stockholders' equity
   (deficit)

   Preferred stock                                 -        14,000   A.                  14,000

   Common stock                                1,274                                      1,274

   Capital in excess of
       par value                              19,544                                     19,544

   Accumulated deficit                       (23,240)                                   (23,240)

   Cumulative
     translation adjustment .                   (371)                                      (371)

   Treasury stock                             (1,561)            -                       (1,561)
                               ----------------------                       --------------------
Total stockholders' equity
   (deficit)                                  (4,354)   $   14,000                        9,646
                               ----------------------                       --------------------


Total liabilities and
   stockholders' equity
      (deficit)                $              15,577                        $            15,577





    See accompanying notes to pro forma combined condensed financial statements (unaudited).


                                  SofTech, Inc.
             Unaudited Pro Forma Combined Condensed Income Statement
                   For the Nine Months Ended February 29, 2004

(in  thousands,  except  per  share  data)





                                                                    
                                      Historical
                                      Unaudited           Pro Forma             Pro Forma
                                      Income Statement    Adjustments    Notes  Combined Results
------------------------------------  ------------------  -------------  -----  ------------------
Revenue

   Products                           $           2,054                         $           2,054

   Services                                       6,967                                     6,967
                                      ------------------                        ------------------
Total revenue                                     9,021                                     9,021


Cost of products                                     34                                        34

Cost of services provided                         1,460                                     1,460
                                      ------------------                        ------------------
Gross margin                                      7,527                                     7,527


Research & development                            2,292                                     2,292

Selling, general & administrative                 4,112   $       (270)  B.                 3,842

Amortization of capitalized software
   and other intangible assets                    1,835                                     1,835
                                      ------------------                        ------------------
Loss from operations before interest
   expense and income taxes                        (712)                                     (442)

Interest expense                                    757           (757)  B.                     -
                                      -----------------  -------------          ------------------
Loss from operations before income
   taxes                                         (1,469)         1,027                       (442)

Provision for income taxes                            -              -                          -
                                      -----------------  -------------          ------------------
Net loss                                         (1,469)         1,027   B.                  (442)

Preferred stock dividend                              -   $     (1,027)  B.                (1,027)
                                      -----------------  -------------          ------------------
Loss attributable to common
   shareholders                       $          (1,469)                        $          (1,469)

Loss per common share, basic and
   diluted                            $            (.12)                        $            (.12)

Outstanding common shares                        12,205                                    12,205




     See accompanying notes to pro forma combined condensed financial statements (unaudited).







                                  SofTech, Inc.
             Unaudited Pro Forma Combined Condensed Income Statement
                         For the Year Ended May 31, 2003

(in  thousands,  except  per  share  data)





                                                                    
                                      Historical
                                      Unaudited Income    Pro Forma             Pro Forma
                                      Statement           Adjustments    Notes  Combined Results
------------------------------------  ------------------  -------------  -----  ------------------
Revenue

   Products                           $           3,389                         $           3,389

   Services                                       7,299                                     7,299
                                      ------------------                        ------------------
Total revenue                                    10,688                                    10,688


Cost of products                                     62                                        62

Cost of services provided                           840                                       840
                                      ------------------                        ------------------
Gross margin                                      9,786                                     9,786


Research & development                            2,113                                     2,113

Selling, general & administrative                 6,345   $       (420)  C.                 5,925

Amortization of capitalized software
   and other intangible assets                    2,040              -                      2,040
                                      ------------------  -------------         ------------------
Loss from operations before interest
   expense and income taxes                        (712)          (420)                      (292)

Interest expense                                  1,130         (1,130)  C.                     -
                                      ------------------  -------------         ------------------
Loss from operations before income
   taxes                                         (1,842)         1,550                       (292)

Provision for income taxes                           10              -                         10
                                      ------------------  -------------         ------------------
Net loss                                         (1,852)         1,550                       (302)

Preferred stock dividend                              -   $     (1,550)  C.                (1,550)
                                      ------------------  -------------         ------------------
Loss attributable to common
   shareholders                       $          (1,852)                        $          (1,852)

Loss per common share, basic and
   diluted                            $            (.15)                        $            (.15)

Outstanding common shares                        12,205                                    12,205




     See accompanying notes to pro forma combined condensed financial statements (unaudited).






                         SOFTECH, INC. AND SUBSIDIARIES
                      NOTES TO PRO FORMA COMBINED CONDENSED
                        FINANCIAL STATEMENTS (Unaudited)

     The Pro Forma Combined Condensed Statement of Income for the year ended May
31,  2003  is  derived  from  the historical audited financial statements of the
Company  included  in  its  2003  Annual  Report  on  Form 10-KSB. The Pro Forma
Combined Condensed Balance Sheet as of February 29, 2004 and Statement of Income
for  the  Nine  Months  Ended February 29, 2004 were derived from the historical
unaudited  financial statements of the Company included in its February 29, 2004
Interim  Report  on  Form  10-QSB.  The pro forma financial information includes
adjustments  to  reflect  the  conversion  of  the Company's outstanding debt to
preferred  stock  with  a dividend rate equal to the actual payments of interest
expense  and  fees  to  the  lender  during  those  periods.

     The  Pro  Forma  Combined  Condensed Financial Statements should be read in
conjunction  with the Company's historical Consolidated Financial Statements and
Notes  thereto contained in the 2003 Annual Report on Form 10-KSB. The Pro Forma
Combined  Condensed  Financial  Statements  do  not  purport to be indicative of
financial position or results of operations if the debt conversion for preferred
stock  had  been  consummated on the dates indicated or which may be obtained in
the  future.

Notes  to  pro  forma  financial  statements  (in  thousands):

     A.   To  reduce  short  term and long term debt outstanding at February 29,
          2004  in  the  amount  of  $14  million  and  to  issue $14 million of
          preferred  stock  in  satisfaction  thereof.

     B.   To  reduce  Selling,  general and administrative expenses and interest
          expense  by  the  actual  payments  to Greenleaf during the nine-month
          period ended February 29, 2004 and to reflect dividend payments of the
          same  amount  assuming the debt was converted to preferred stock as of
          the  beginning  of  that  period.

     C.   To  reduce  Selling,  general and administrative expenses and interest
          expense  by the actual payments to Greenleaf during the year ended May
          31,  2003 and to reflect dividend payments of the same amount assuming
          the  debt was converted to preferred stock as of the beginning of that
          period.




                  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
     A VOTE "FOR" THE AMENDMENT TO THE AMENDED CERTIFICATE OF INCORPORATION



                                   PROPOSAL 2
                              ELECTION OF DIRECTORS

     The  Board  of  Directors  is currently fixed at five members. The Board of
Directors  is  divided  into  three  classes, each class of which may consist as
nearly  as possible of one-third of the directors.  As of the date of this Proxy
Statement,  there  are  two  Class  II directors whose terms will expire at this
Meeting.  All  directors  will hold office until their successors have been duly
elected  and  qualified  or  until  their earlier death, resignation or removal.
Messrs.  Elenbaas  and  Lake  are  the  current  Class  II  directors.

     The  Board of Directors has nominated and recommended that Messrs. Elenbaas
and  Lake,  who  are  currently  a  Class  II  Directors, be elected as Class II
directors, to hold office until the 2006 Annual Meeting of Stockholders or until
their  successors  have  been  duly elected and qualified or until their earlier
resignation  or  removal.  The  Board  of Directors knows of no reason why these
nominees  should be unable or unwilling to serve, but if the nominees should for
any  reason  be  unable or unwilling to serve, the proxies will be voted for the
election  of  such  other  persons  for  the  office of director as the Board of
Directors  may  recommend  in  the  place  of  such  nominee.


                  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
                  A VOTE "FOR" THE ELECTION OF THESE NOMINEES.


     The  following  table  sets forth the nominees to be elected at the meeting
and the year such nominee or director was first elected a director, the position
currently  held  by  the  nominee and each director with the Company, the Annual
Meeting  at  which  the  nominee's  or  director's term will expire and class of
director  of  the  nominee  and  each  director:







                                                           
NOMINEE'S OR DIRECTOR'S NAME
AND YEAR NOMINEE OR DIRECTOR .  POSITION WITH          YEAR TERM    CLASS OF
FIRST BECAME A DIRECTOR         THE COMPANY            WILL EXPIRE  DIRECTOR
------------------------------  ---------------------  -----------  --------

NOMINEES:
------------------------------

Timothy L. Tyler
     1996                       Director                      2005  I

Ronald A. Elenbaas
     1996                       Director                      2003  II

Frederick A. Lake
     2000                       Director                      2003  II

William D. Johnston
     1996                       Chairman and Director         2004  III

Barry Bedford
    2000                        Director                      2004  III



                 OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS


      Set  forth  below  is  certain  information  regarding  the  Directors and
Executive Officers of the Company, based on information furnished by them to the
Company.

DIRECTORS

The  following  provides biographical information with respect to the Directors:

      Ronald  A. Elenbaas, 50, term expires at this Annual Meeting; Mr. Elenbaas
is  currently  retired.  From 1975 to 2000, Mr. Elenbaas was employed by Stryker
Corporation in various positions, most recently as President of Stryker Surgical
Group,  a division of Stryker Corporation. Mr. Elenbaas also serves on the Board
of  the  American  Red Cross (Kalamazoo and Cass County, Michigan). Mr. Elenbaas
was  appointed  a  Director  of  the  Company  in  September  1996.

       William  D.  Johnston,  57,  term expires at the 2004 Annual Meeting; Mr.
Johnston  serves  as Chairman of the Company and has been a Director since 1996.
Mr. Johnston is President, Chairman and CEO of the Greenleaf Companies. Included
in  the  Greenleaf  Companies  are  Greenleaf  Trust, a Michigan chartered bank,
Greenleaf  Capital,  Inc.,  a  venture capital company and primary and secondary
lender  to  SofTech,  Greenleaf  Ventures, Inc., a management company delivering
management  services  to  the  host  industry  and  Greenleaf Holdings L.L.C., a
commercial  real  estate  development  company.

      Timothy  L.  Tyler, 49, term expires at the 2005 Annual Meeting; Mr. Tyler
has  served  since 1995 as President of Borroughs Corporation, a privately held,
Michigan-based  business  that  designs, manufactures and markets industrial and
library shelving units, metal office furniture and check out stands primarily in
the  United  States.  Mr. Tyler served as President and General Manager of Tyler
Supply  Company  from  1979  to  1995. Mr. Tyler was appointed a Director of the
Company  in  September  1996.

      Barry  Bedford,  45,  term expires at the 2004 Annual Meeting; Mr. Bedford
has  served  as  Chief  Financial Officer of the Greenleaf Companies since April
2000. Prior to joining Greenleaf, Mr. Bedford was the Chief Financial Officer of
Johnson  and  Rauhofs,  a Michigan advertising firm, since 1991. Mr. Bedford was
appointed  a  Director  of  the  Company  in  July  2000.

      Frederick  A. Lake, 68, term expires at this Annual Meeting; Mr. Lake is a
partner in the law firm of Lake, Stover & Schau, PLC, a Michigan based law firm.
Mr.  Lake has been with Lake, Stover & Schau, PLC, and its predecessors for more
than  five  years.  Mr.  Lake  also  serves  as  corporate counsel for Greenleaf
Companies  and  other entities. Mr. Lake was appointed a Director of the Company
in  July  2000.

      Each  member  of the Board of Directors also serves on the Audit Committee
of  the Board of Directors. The Audit Committee recommends the engagement of the
Company's  independent  accountants.  In  addition,  the Audit Committee reviews
comments  made  by the independent accountants with respect to internal controls
and  considers any corrective action to be taken by management; reviews internal
accounting procedures and controls within the Company's financial and accounting
staff;  and  reviews  the  need for any non-audit services to be provided by the
independent  accountants.  The Audit Committee operates under a written charter.

      Each  member  of  the  Board  of Directors also serves on the Compensation
Committee  of  the  Board  of  Directors.  The Compensation Committee recommends
salaries  and  bonuses for officers and general managers and establishes general
policies  and  procedures for salary and performance reviews and the granting of
bonuses  to other employees. It also administers the Company's 1994 Stock Option
Plan  (the  "Plan")  and  the  SofTech  Employee  Stock  Purchase  Plan.



EXECUTIVE  OFFICERS

The  following  provides  biographical information with respect to the Executive
Officers:

      Joseph  P. Mullaney was appointed President and Chief Operating Officer in
June  2001.  Previously  he  served  as  Vice  President,  Treasurer,  and Chief
Financial  Officer of the Company from November 1993 to June 2001. He joined the
Company  in  May  1990  as  Assistant  Controller  and was promoted to Corporate
Controller  in  June  1990. Prior to his employment with SofTech he was employed
for  seven  years  at  the  Boston  office  of  Coopers  &  Lybrand  LLP  (now
PricewaterhouseCoopers  LLP)  as  an  auditor  in  various  staff and management
positions.

      Jean J. Croteau was appointed Vice President, Operations at the July 2001.
He  started  with  the Company in 1981 as Senior Contracts Administrator and was
promoted to various positions of greater responsibilities until his departure in
1995.  Mr. Croteau rejoined SofTech in 1998. From 1995 through 1998 he served as
the Director of Business Operations for the Energy Services Division of XENERGY,
Inc.

      Victor G. Bovey was appointed Vice President of Engineering of the Company
in  March  2000.  He  started  with  the Company in November 1997 as Director of
Product  Development.  Prior  to his employment with SofTech he was employed for
thirteen  years  with  CIMLINC  Incorporated  in various engineering and product
development  positions.

     Executive  officers  of  the  Company  are  elected  at  the first Board of
Directors meeting following the Stockholders' meeting at which the Directors are
elected.


RELATED  PARTY  TRANSACTIONS

     Greenleaf  Capital, Inc. has been and continues to be the Company's primary
source of capital. Mr. Johnston, SofTech's Chairman, its largest shareholder and
a  Director  since  1996,  is  also the President, Chairman and CEO of Greenleaf
Capital. The Company paid Greenleaf Capital approximately $1.6 million in fiscal
2003  in  interest  payments on borrowings from Greenleaf and in management fees
for  services  provided  by them. Greenleaf Trust also serves as the trustee and
investment  advisor  for  the  Company's  401-K  Plan.

     The  President  of  the Company was extended a non-interest bearing note in
the amount of $134,000 related to a stock transaction from May 1998. The note is
secured  by  all  Company  shares  and  stock  options  held  by  that  Officer.



COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

      Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)") requires the Company's Directors and executive officers, and persons who
own  more  than  ten  percent  of  a  registered  class  of the Company's equity
securities  (collectively,  "Section  16  reporting  persons"), to file with the
Securities  and  Exchange  Commission  ("SEC")  initial reports of ownership and
reports  of  changes in ownership of Common Stock and other equity securities of
the  Company.  Section  16  reporting persons are required by SEC regulations to
furnish  the  Company  with  copies  of  all  Section  16(a)  forms  they  file.

      To the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on written representations that no other
reports were required, during the fiscal year ended May 31, 2003, the Section 16
reporting persons complied with all Section 16(a) filing requirements applicable
to  them.



                    THE BOARD OF DIRECTORS AND ITS COMMITTEES

     The  Board of Directors met nine times during the fiscal year ended May 31,
2003.  Each  of  the directors attended more than 75% of the regularly scheduled
and  special meetings of the Board of Directors and the Committees on which they
served  except  Mr.  Tyler  who  attended four Board meetings and one of the two
Audit  Committee meetings. The Audit Committee of the Board of Directors reviews
with  management  and the Company's independent public accountants the Company's
financial  statements,  the  accounting principles applied in their preparation,
the  scope  of  the audit, any comments made by the independent accountants upon
the  financial  condition  of  the  Company  and  its  accounting  controls  and
procedures  and  such  other matters as the committee deems appropriate.  During
fiscal 2003, the Audit Committee, which consisted of all members of the Board of
Directors  of  the  Company,  met  two  times.  The Compensation Committee makes
recommendations  concerning the salaries and incentive compensation of executive
officers  of  the  Corporation  and  administers  the Corporation's stock plans.
During  fiscal  2003, the Compensation Committee, which consisted of all members
of  the  Board of Directors, dealt with these compensation issues as part of the
regularly  scheduled  Board  meetings. The Board of Directors does not currently
have  a  standing  nominating  committee.



                       COMPENSATION AND OTHER INFORMATION
                        CONCERNING DIRECTORS AND OFFICERS

EXECUTIVE  COMPENSATION  SUMMARY

     The  following  table  sets  forth  summary  information  concerning  the
compensation  paid  or  earned  for  services  rendered  to  the  Company in all
capacities  during  the  fiscal  years  ended  May  31,  2003,  2002 and 2001 as
applicable,  to the (i) Company's President and (ii) each of the other executive
officers  of  the Company.  These three individuals are collectively referred to
as  the  "Named  Executive  Officers."



                           SUMMARY COMPENSATION TABLE

                                                                                                  
                                                                                                    LONG-TERM
                                                                                                   COMPENSATION
                                                            ANNUAL COMPENSATION(1)                    AWARDS
                                              ---------------------------------------------------  ------------
                                                                                                   SECURITIES
 NAME AND PRINCIPAL POSITION        FISCAL                                           OTHER ANNUAL  UNDERLYING      ALL OTHER
                                    YEAR              SALARY               BONUS     COMPENSATION  OPTIONS       COMPENSATION(2)
----------------------------------  -------  -----------------------  -------------  ------------  ------------  --------------
Joseph P. Mullaney(3)                  2003  $               210,000  $      75,000             -       100,000   $ 16,005(6)
  President and Chief Operating        2002                  195,000         45,000             -             -     16,000(6)
   Officer, Former Vice President      2001                  160,000              -             -             -     13,920(6)
   and Chief Financial Officer
Jean J. Croteau(5)                     2003                  150,000        103,515             -             -        1,805
  Vice President, Operations           2002                  127,348         33,000             -        50,000        1,573
                                       2001                  121,275         20,000             -             -        2,820
Victor G. Bovey(4)                     2003                  130,000          9,486             -             -        2,840
  Vice President, Research and         2002                  125,000          4,000             -        15,000        2,604
  Development                          2001                  125,000              -             -             -        2,500





(1)  The  compensation  described  in this table does not include medical, group
     life  insurance  or other benefits received by the Named Executive Officers
     which  are  available  to all employees of the Company. Annual compensation
     includes  amounts  deferred  under  the  Company's  401(k)  plan.
(2)  Except  as  otherwise  noted,  amounts  listed  in  this column reflect the
     Company's  contributions  to  each of the Named Executive Officers accounts
     under  the  Company's  401(k)  plan.
(3)  Mr.  Mullaney  was  appointed President and COO in June 2001. Prior to June
     2001,  Mr.  Mullaney  served  as  Vice  President  and  CFO.
(4)  Mr.  Bovey  was  appointed  Vice President, Research & Development in March
     2000.  Prior  to  March  2000,  Mr.  Bovey  served  as  Director of Product
     Development
(5)  Mr.  Croteau  was  appointed  Vice  President  of  Operations in July 2001.
(6)  Includes  imputed  compensation  related  to  a  non-interest  bearing note
     receivable.




OPTION  GRANTS  IN  LAST  FISCAL  YEAR

The  following table sets forth each grant of stock options made during the year
ended  May  31,  2003 pursuant to the Corporation's 1994 Stock Plan to the Named
Executive  Officers.




                                                                           
                               INDIVIDUAL GRANTS(1)(2)
                    -----------------------------------------------------     POTENTIAL REALIZABLE
                                                                                VALUE AT ASSUMED
                     NUMBER OF         % OF TOTAL                               ANNUAL RATES OF
                     SECURITIES        OPTIONS                             STOCK PRICE APPRECIATION
                     UNDERLYING        GRANTED      EXERCISE                    FOR OPTION TERM(4)
                     OPTIONS           IN FISCAL    PRICE(3)    EXPIRATION   ---------------------
NAME                 GRANTED(#)        YEAR         ($/SHARE)   DATE             5%($)    10%($)
------------------  -----------------  -----------  ----------  ----------  -----------  --------
Joseph P. Mullaney            100,000          87%  $      .09   8/29/2012  $     5,660  $ 14,344



(1)  The  Company granted options representing an aggregate of 115,000 shares to
     6  employees and directors of the Corporation in fiscal 2003 under its 1994
     Stock  Plan.
(2)  The  options  vest  at the rate of 20% of the shares underlying the options
     each  year  on  the  anniversary  date  of  the  award.
(3)  The  exercise  price  per share of each option was equal to the fair market
     value  per  share  of  Common  Stock  on  the  date  of  grant.
(4)  Amounts  reported  in  these columns represent amounts that may be realized
     upon  exercise  of the options immediately prior to the expiration of their
     term  assuming  the  specified  compounded  rates  of  appreciation  of the
     Company's  Common  Stock  over  the  term of the options. These numbers are
     calculated  based  on  rules  promulgated  by  the  Securities and Exchange
     Commission  and do not reflect the Company's estimate of future stock price
     growth.  Actual  gains,  if any, on stock option exercises and Common Stock
     holdings  are  dependent  on  the  timing  of such exercises and the future
     performance  of  the Company's Common Stock. There can be no assurance that
     the rates of appreciation assumed in this table can be achieved or that the
     amounts  reflected  will  be  received  by  the  individuals.



AGGREGATE  OPTION  EXERCISES  AND  YEAR-END  VALUES

     Shown  below  is information with respect to (i) exercises of stock options
of  the  Named  Executive Officers during the fiscal year ended May 31, 2003 and
(ii)  unexercised  options  outstanding  at  May  31, 2003 and the value of such
unexercised  in-the-money  options  at  May  31,  2003.




                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES


                                                                                        
                                                          NUMBER OF UNEXERCISED                VALUE OF UNEXERCISED
                                                             OPTIONS/SARS AT                      IN-THE-MONEY
                    SHARES                                     MAY 31, 2003                      OPTIONS/SARS AT
                    ACQUIRED                                       (#)                           MAY 31, 2003 ($)(1)
                    ON           VALUE        ---------------------------------------------  --------------------------
NAME                EXERCISE(#)  REALIZED($)  EXERCISABLE             UNEXERCISABLE          EXERCISABLE  UNEXERCISABLE
------------------  -----------  -----------  ----------------------  ---------------------  -----------  -------------
Joseph P. Mullaney            -            -                       -                100,000            -          4,000
Victor G. Bovey               -            -                   6,000                  9,000          120            360
Jean J. Croteau               -            -                  20,000                 30,000          800          1,200



(1)  As  of  May  31,  2003, the exercise price of the options were equal to the
     fair  market  value  of  the  Corporation's  Common  Stock.



                                       24

EMPLOYMENT  CONTRACTS

     The  Company  has  not  executed  any  employment  contracts with its Named
Executive  Officers.

Compensation  of  Directors

     Since  fiscal 1998, non-employee Directors have received options in lieu of
cash  remuneration  for their services. Employee Directors are not paid any fees
or  additional  compensation for service as members of the Board of Directors or
any  committee  thereof.

     Pursuant  to  the  Company's 1994 Stock Option Plan (the "1994 Stock Option
Plan"),  non-employee Directors may be granted non-qualified options to purchase
shares  of  Common Stock of the Company. The Compensation Committee of the Board
of  Directors  administers  the  1994  Stock  Option  Plan.  Under the Plan, all
non-employee  Directors receive 10,000 options upon appointment to the Board and
receive  3,000  options on the anniversary date of the initial award for as long
as  the  Director  serves the Company in that capacity. Such options vest over a
five year period in equal increments and have an expiration date ten years after
award.  Stock  options  typically  terminate  upon a Director leaving his or her
position  for  any reason other than death or disability. During the fiscal year
ended  May 31, 2003 there were 15,000 options granted to non-employee Directors.


REPORT  OF  THE  COMPENSATION  COMMITTEE  OF  THE  BOARD  OF  DIRECTORS

      General.  The  Compensation  Committee  of  the  Board  of  Directors (the
"Committee")  is  currently  composed  of  all  of  the  members of the Board of
Directors  and  meets or takes action as many times during the year as is deemed
necessary.  The  Committee's  responsibilities include making recommendations to
the  Board  for  officers  on  the  key  components  of  the Company's executive
compensation program, base salary, annual incentive awards, long-term incentives
in the form of stock options, and other benefits typically offered to executives
by  comparable  companies.

     Compensation  Philosophy.  The  Company's  compensation  program  has  been
designed  to:

     -    Support  a  pay  for  performance  policy  that  differentiates  in
          compensation  amounts  based  on  Company  and individual performance;

     -    Provide  compensation  opportunities  that  are  comparable  to  those
          offered  by  comparable companies, thus allowing the Company to retain
          and  compete for fully qualified executives who are in the competitive
          high  technology  and  professional  services  marketplace;  and

     -    Align  the  interests  of  executives  with the long-term interests of
          stockholders  through award opportunities that can result in ownership
          of  Common  Stock  of  the  Company.

      Consistent  with  the  objectives  of  the  compensation  philosophy,  the
percentage  of  an  executive's  potential  total  compensation that is based on
performance  incentives  increases  with  their  level  of  responsibility. This
results  in an executive's total compensation varying from year to year based on
the  performance  of  the  Company  and  the  individual.

      Base  Salaries.  Base  salary  levels for the President and COO, and other
executive  officers  are  reviewed  annually  by  the  Committee. Certain of the
officers  were granted base salary increases during the year based upon a number
of  factors,  including individual performance, contributions towards the growth
of  the  Company,  and  increases  in  responsibilities.

      Annual  Cash Incentives. All officers participate in incentive plans which
compensate  these  individuals  in  the form of cash bonuses. Awards under these
plans are based on the attainment of specific Company and individual performance
measures  established  by  the  Compensation  Committee  at the beginning of the
fiscal  year.  For  the fiscal year ended May 31, 2003, these executive officers
earned  bonuses  calculated  in accordance with those plans as identified within
this  proxy  in  the  table  appearing  under the heading Executive Compensation
Summary.

      Long  Term  Incentives.  1994  Stock Option Plan. The Company's 1994 Stock
Option Plan is designed to align a portion of the executive compensation program
with  stockholder  interests by providing for the grant of options to employees,
directors, officers and consultants to purchase up to 1,000,000 shares of Common
Stock  of  the  Company.  The  1994  Stock Option Plan was adopted at the Annual
Meeting  of  Stockholders  on  November  1,  1994.

      The  Committee  believes  that stock options provide greater incentives to
executives  to  improve  the performance of the Company and thereby increase the
value  of  its  stock.  It  is only by increasing the Company's stock price that
executives  are  able  to  realize  the  economic  value  of  stock options. The
Committee  believes that this more closely aligns the interests of the Company's
officers  with  those  of  the  Company's  stockholders.

      The  Committee  administers  the  Plan  and determines which officers will
receive  stock  options,  the number of shares subject to each stock option, the
vesting  schedule  of  the  options,  and  the other terms and provisions of the
options  granted. When recommending option awards, the following guidelines were
used: (i) the individual's current contribution to Company performance, (ii) the
anticipated  contribution  in  meeting  the  Company's  long  term  strategic
performance  goals,  (iii)  the  employee's  ability  to impact corporate and/or
business  unit  results;  and  (iv) the employee's current incentive to maximize
operating  results  based  on  stock  ownership  and  option  awards.

     President and COO Compensation. Mr. Mullaney's compensation for fiscal year
2003  was  composed  of  base  salary compensation and a discretionary incentive
bonus based on overall achievement of budget and other goals established for him
at the beginning of the fiscal year. The discretionary 2003 bonus was awarded by
the  Compensation  Committee  after  the  fiscal  year  end  after reviewing his
performance  against  those  established  goals.  His  base compensation for the
fiscal  year  was  $210,000. Mr. Mullaney's bonus award for fiscal year 2003 was
$75,000.

Respectfully submitted by the Compensation Committee:

William  D.  Johnston
Ronald  A.  Elenbaas
Timothy  L.  Tyler
Barry  Bedford
Frederick  A.  Lake




REPORT  OF  THE  AUDIT  COMMITTEE  OF  THE  BOARD  OF  DIRECTORS

     This report is submitted by the Audit Committee of the Board, which reviews
with the independent auditors and management the annual financial statements and
independent auditors' opinion, reviews the results of the audit of the Company's
annual  financial  statements  and  the  results of the reviews of the quarterly
financial  statements  for  each  of the first three quarters in the fiscal year
with  the  independent  auditors,  recommends  the  retention of the independent
auditors to the Board and periodically reviews the Company's accounting policies
and internal accounting and financial controls for the fiscal year ended May 31,
2003.  Messrs.  Johnston,  Elenbass, Bedford, Lake and Tyler served on the Audit
Committee  for  the  fiscal  year ended May 31, 2003.  None of Messrs. Johnston,
Elenbass,  Bedford,  Lake or Tyler are officers or employees of the Company, and
aside  from being directors of the Company, each is otherwise independent of the
Company (as independence is defined pursuant to Rule 4200(a)(15) of the National
Association  of  Securities  Dealers'  listing  standards).  The Audit Committee
operates  under  a  written  charter  adopted  by  the  Board  of  Directors.

     The  Audit Committee has reviewed the audited balance sheets of the Company
as  of  May  31,  2003  and  2002,  and  the  audited  statements of operations,
stockholders'  equity  and  cash flows for each of the three years ended May 31,
2003,  and  has  discussed them with both management and Grant Thornton LLP, the
Company's independent auditors.  The Audit Committee has also discussed with the
independent  auditors  the  matters  required  to  be  discussed by Statement on
Auditing  Standards  No. 61 (Communications with Audit Committees), as currently
in  effect.  The  Audit  Committee  has received the written disclosures and the
letter  from  the  independent auditors required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), as currently in
effect,  and  has  discussed  with  Grant Thornton LLP that firm's independence.
Based on its review of the financial statements and these discussions, the Audit
Committee  concluded that it would be reasonable to recommend, and on that basis
did  recommend,  to the Board of Directors that the audited financial statements
be  included  in  the Company's Annual Report on Form 10-KSB for the fiscal year
ended  May  31,  2003.

Respectfully  submitted  by  the  Audit  Committee:

William  D.  Johnston
Ronald  A.  Elenbaas
Timothy  L.  Tyler
Barry  Bedford
Frederick  A.  Lake





AUDIT  FEES

     The  aggregate  fees billed by Grant Thornton LLP for professional services
rendered  for  the  audit  of  the Company's annual financial statements for the
fiscal  year  ended  May 31, 2003 and for the review of the financial statements
included  in  the  Company's Forms 10-QSB for the fiscal year ended May 31, 2003
were  approximately  $96,000.

Financial  Information  Systems  Design  and  Implementation  Fees
------------------------------------------------------------------

     There  were  no fees billed by Grant Thornton LLP for financial information
systems  design  and  implementation  professional  services for the fiscal year
ended  May  31,  2003.

All  Other  Fees
----------------

     The  aggregate  fees  billed  by Grant Thornton LLP for services other than
those  described  above  for  the  fiscal  year  ended  May  31,  2003  totaled
approximately  $47,000  and  were primarily for the preparation of the Company's
state and federal tax returns, the audit of the Company's 401-K, and for certain
audit  and  advisory  services related to the Company's acquisition of Workgroup
Technology  Corporation  during  fiscal  2003. The Company's Audit Committee has
determined  that the provision of the services provided by Grant Thornton LLP as
set  forth  herein  are  compatible  with  maintaining  their  independence.



                            AUDITORS FOR FISCAL 2004

     The  Company's management and the Audit Committee of the Board of Directors
is  awaiting  an  audit  fee  proposal  from  Grant Thornton, LLC, ("Grant") its
auditor  of  three  years,  for  the  2004  audit  of  the  Company's  financial
statements. Grant has provided a preliminary audit fee which contemplates a rate
increase  of  approximately 60% from fiscal 2003. The Audit Committee expects to
receive  a  final  proposal  from  Grant  in  the  near term and make a decision
regarding  the  2004  audit  shortly  thereafter.

                                  OTHER MATTERS

     The  Board  of  Directors  does  not intend to bring any matters before the
Annual  Meeting other than those specifically set forth in the Notice of Meeting
and  it  knows  of no matters to be brought before the Annual Meeting by others.
If  any  other  matters  properly  come  before  the  Annual  Meeting, it is the
intention  of the persons named in the accompanying proxies to vote such proxies
in  accordance  with  the  judgment  of  the  Board  of  Directors.



                              STOCKHOLDER PROPOSALS

     Proposals  of stockholders intended for inclusion in the Proxy Statement to
be  furnished to all stockholders entitled to vote at the next Annual Meeting of
Stockholders  of  the  Company  must  be  received  at  the  Company's principal
executive offices no later than July 1, 2004. Further, any proposals must comply
with  the  other  procedural  requirements set forth in the Company's By-laws, a
copy  of  which  is  on  file  with  the  Commission,  and  as  set forth by the
Commission.  In  order  to  curtail  any  controversy  as to the date on which a
proposal  was  received  by  the Company, it is suggested that proponents submit
their  proposals  by  Certified Mail, Return Receipt Requested to SofTech, Inc.,
Two  Highwood  Drive,  Tewksbury,  MA,  01876,  Attention:  Corporate Secretary.





                           INCORPORATION BY REFERENCE

     The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended May
31,  2003  filed  on  August  29,  2003 and the Company's Interim Report for the
quarter  ended  February  29,  2004 filed on April 14, 2004, are incorporated by
reference.  To  the  extent  that  this  Proxy  Statement  has  been  or will be
specifically  incorporated by reference into any filing by the Company under the
Securities  Act  of 1933, as amended, or the Securities Exchange Act of 1934, as
amended,  the  sections  of  the  Proxy  Statement entitled "Report on Executive
Compensation"  shall  not  be  deemed to be so incorporated, unless specifically
otherwise  provided  in  any  such  filing.



                            EXPENSES AND SOLICITATION

     The  cost  of  solicitation of proxies will be borne by the Company, and in
addition  to  soliciting Stockholders by mail through its regular employees, the
Company  may  request  banks,  brokers  and  other  custodians,  nominees  and
fiduciaries  to solicit their customers who have stock of the Company registered
in  the  names  of  a nominee and, if so, will reimburse such banks, brokers and
other  custodians,  nominees  and fiduciaries for their reasonable out-of-pocket
costs.  Solicitation  by  officers and employees of the Company may also be made
of  some Stockholders in person or by mail, telephone or telegraph following the
original  solicitation.

     The  contents and the sending of this Proxy Statement have been approved by
the  Board  of  Directors  of  the  Company.


                                 REVOCABLE PROXY

                                  SOFTECH, INC.

                  Proxy for the Annual Meeting of Stockholders

                            To be held June 30, 2004

                  SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS




The  undersigned  hereby  appoints Joseph P. Mullaney, proxy, with full power of
substitution, to vote all shares of stock of SofTech, Inc. (the "Company") which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company  to  be  held on Wednesday, June 30, 2004, at 10:00 a.m., local time, at
the  Company's  offices located at Two Highwood Drive, Tewksbury, Massachusetts,
01876,  and at any adjournments thereof, upon matters set forth in the Notice of
Annual  Meeting  of  Stockholders and Proxy Statement dated May 20, 2004, a copy
of which has been received by the undersigned.  Execution of a proxy will not in
any  way  affect a stockholder's right to attend the meeting and vote in person.
The proxies are further authorized to vote, in their discretion, upon such other
business  as  may  properly come before the meeting or any adjournments thereof,
and  upon  which  the  persons  named  as  attorneys in the proxies may exercise
discretion  under  applicable  law.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE
                                SEE REVERSE SIDE





[  X  ]  Please  mark  votes  as  in  this  example.

THE  SHARES  REPRESENTED  BY  THIS  PROXY  WILL  BE  VOTED AS DIRECTED OR, IF NO
DIRECTION  IS  GIVEN,  WILL  BE  VOTED  "FOR"  PROPOSALS  1  THROUGH  3.


1.    To amend the Company's Amended Certificate of Incorporation to authorize a
class  of  Preferred  Stock  consisting of 20 million shares with a par value of
$1.00  per  share  and to provide the Board of Directors with the authority from
time  to  time  to  issue  Preferred  Stock in an amount and under such terms as
deemed  appropriate.

            FOR           AGAINST        ABSTAIN
           [  ]             [  ]           [  ]

2.    To  elect two (2) members to the Board of Directors for the specified term
or  until  his  successor  is  elected  and  qualified:

 Class  II  Nominee  (three-year  term):  Ronald  A.  Elenbaas
    FOR    WITHHELD
    [  ]     [  ]

 Class  II  Nominee  (three-year  term):  Fredrick A. Lake
    FOR    WITHHELD
    [  ]     [  ]

3.  To  transact  such other business as may properly come before the meeting or
any  adjournments  thereof.
            FOR           AGAINST        ABSTAIN
           [  ]             [  ]           [  ]


     If  signing  as  attorney,  executor, trustee or guardian, please give your
full  title  as  such.  If  stock  is  held  jointly,  each  owner  should sign.

     __________________________________
     Signature        Date

     __________________________________
     Signature        Date


[  ]  MARK  HERE  IF  YOU  PLAN  TO  ATTEND  THE  MEETING

[  ]  MARK  HERE FOR ADDRESS     CHANGE AND NOTE BELOW